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Note 1—Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Preparation
The consolidated financial statements include the accounts of Mattel, Inc. and its subsidiaries (“Mattel”). All wholly and majority-owned subsidiaries are consolidated and included in Mattel’s consolidated financial statements. Mattel does not have any minority stock ownership interests in which it has a controlling financial interest that would require consolidation. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could ultimately differ from those estimates.
Cash and Equivalents
Cash and equivalents include short-term investments, which are highly liquid investments with maturities of three months or less when purchased. Such investments are stated at cost, which approximates market value.
Accounts Receivable and Allowance for Doubtful Accounts
Credit is granted to customers on an unsecured basis. Credit limits and payment terms are established based on extensive evaluations made on an ongoing basis throughout the fiscal year of the financial performance, cash generation, financing availability, and liquidity status of each customer. Customers are reviewed at least annually, with more frequent reviews performed as necessary, based on the customer’s financial condition and the level of credit being extended. For customers who are experiencing financial difficulties, management performs additional financial analyses before shipping to those customers on credit. Mattel uses a variety of financial arrangements to ensure collectibility of accounts receivable of customers deemed to be a credit risk, including requiring letters of credit, factoring, purchasing various forms of credit insurance with unrelated third parties, or requiring cash in advance of shipment.
Mattel records an allowance for doubtful accounts based on management’s assessment of the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes.
Inventories
Inventories, net of an allowance for excess quantities and obsolescence, are stated at the lower of cost or market. Inventory allowances are charged to cost of sales and establish a lower cost basis for the inventory. Cost is determined by the first-in, first-out method.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over estimated useful lives of 10 to 30 years for buildings, 3 to 10 years for machinery and equipment, and 10 to 20 years, not to exceed the lease term, for leasehold improvements. Tools, dies, and molds are amortized using the straight-line method over 3 years. Estimated useful lives are periodically reviewed and, where appropriate, changes are made prospectively. The carrying value of property, plant, and equipment is reviewed when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Any potential impairment identified is assessed by evaluating the operating performance and future undiscounted cash flows of the underlying assets. When property is sold or retired, the cost of the property and the related accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is included in the results of operations.
Goodwill and Intangible Assets
Goodwill is allocated to various reporting units, which are either at the operating segment level or one reporting level below the operating segment, for purposes of evaluating whether goodwill is impaired. Mattel’s reporting units are: Mattel Girls Brands US, Mattel Boys Brands US, Fisher-Price Brands US, American Girl Brands, and International. Mattel tests goodwill for impairment annually in the third quarter, or whenever events or changes in circumstances indicate that the carrying value may exceed its fair value.
Mattel tests its nonamortizable intangible assets, including trademarks and trade names, for impairment by comparing the estimated fair values of the nonamortizable intangible assets with the carrying values. Mattel tests nonamortizable intangible assets for impairment annually in the third quarter, or whenever events or changes in circumstances indicate that the carrying value may exceed its fair value. The fair value of trademark and trade name intangibles is measured using a multi-period royalty savings method, which reflects the savings realized by owning the trademarks and trade names, and thus not having to pay a royalty fee to a third party.
Mattel also tests its amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recovered.
Foreign Currency Translation Exposure
Mattel’s reporting currency is the US dollar. The translation of its net investment in subsidiaries with non-US dollar functional currencies subjects Mattel to currency exchange rate fluctuations in its results of operations and financial position. Assets and liabilities of subsidiaries with non-US dollar functional currencies are translated into US dollars at year-end exchange rates. Income, expense, and cash flow items are translated at weighted average exchange rates prevailing during the year. The resulting currency translation adjustments are recorded as a component of accumulated other comprehensive loss within stockholders’ equity. Mattel’s primary currency translation exposures in 2011 were related to its net investment in entities having functional currencies denominated in the Euro, Mexican peso, Brazilian real, and British pound sterling.
Foreign Currency Transaction Exposure
Currency exchange rate fluctuations may impact Mattel’s results of operations and cash flows. Mattel’s currency transaction exposures include gains and losses realized on unhedged inventory purchases and unhedged receivables and payables balances that are denominated in a currency other than the applicable functional currency. Gains and losses on unhedged inventory purchases and other transactions associated with operating activities are recorded in the components of operating income in the consolidated statement of operations. Gains and losses on unhedged intercompany loans and advances are recorded as a component of other non-operating income/expense, net in the consolidated statements of operations in the period in which the currency exchange rate changes. Inventory transactions denominated in the Euro, British pound sterling, Mexican peso, Brazilian real, and Indonesian rupiah were the primary transactions that cause foreign currency transaction exposure for Mattel in 2011.
Derivative Instruments
Mattel uses foreign currency forward exchange contracts as cash flow hedges primarily to hedge its purchases and sales of inventory denominated in foreign currencies. At the inception of the contracts, Mattel designates these derivatives as cash flow hedges and documents the relationship of the hedge to the underlying transaction. Hedge effectiveness is assessed at inception and throughout the life of the hedge to ensure the hedge qualifies for hedge accounting. Changes in fair value associated with hedge ineffectiveness, if any, are recorded in the results of operations. Changes in fair value of cash flow hedge derivatives are deferred and recorded as part of accumulated other comprehensive loss in stockholders’ equity until the underlying transaction affects earnings. In the event that an anticipated transaction is no longer likely to occur, Mattel recognizes the change in fair value of the derivative in its results of operations in the period the determination is made.
Additionally, Mattel uses foreign currency forward exchange contracts to hedge intercompany loans and advances denominated in foreign currencies. Due to the short-term nature of the contracts involved, Mattel does not use hedge accounting for these contracts, and as such, changes in fair value are recorded in the period of change in the consolidated statements of operations.
Revenue Recognition and Sales Adjustments
Revenue is recognized upon shipment or upon receipt of products by the customer, depending on terms, provided that: there are no uncertainties regarding customer acceptance; persuasive evidence of an agreement exists documenting the specific terms of the transaction; the sales price is fixed or determinable; and collectibility is reasonably assured. Management assesses the business environment, the customer’s financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectibility is reasonably assured. If collectibility is not considered reasonably assured at the time of sale, Mattel does not recognize revenue until collection occurs. Value added taxes are recorded on a net basis, and are excluded from revenue. Mattel routinely enters into arrangements with its customers to provide sales incentives, support customer promotions, and provide allowances for returns and defective merchandise. Such programs are based primarily on customer purchases, customer performance of specified promotional activities, and other specified factors such as sales to consumers. The costs of these programs are recorded as sales adjustments that reduce gross revenue in the period the related revenue is recognized.
Advertising and Promotion Costs
Costs of media advertising are expensed the first time the advertising takes place, except for direct-response advertising, which is capitalized and amortized over its expected period of future benefits. Direct-response advertising consists primarily of catalog production and mailing costs, which are generally amortized within three months from the date the catalogs are mailed.
Product Recalls and Withdrawals
Mattel establishes a reserve for product recalls and withdrawals on a product-specific basis when circumstances giving rise to the recall or withdrawal become known. Facts and circumstances related to the recall or withdrawal, including where the product affected by the recall or withdrawal is located (e.g., with consumers, in customers’ inventory, or in Mattel’s inventory), cost estimates for shipping and handling for returns, cost estimates for communicating the recall or withdrawal to consumers and customers, and cost estimates for parts and labor if the recalled or withdrawn product is deemed to be repairable, are considered when establishing a product recall or withdrawal reserve. These factors are updated and reevaluated each period and the related reserves are adjusted when these factors indicate that the recall or withdrawal reserve is either not sufficient to cover or exceeds the estimated product recall or withdrawal expenses.
Design and Development Costs
Product design and development costs primarily include employee compensation and outside services, and are charged to the results of operations as incurred.
Employee Benefit Plans
Mattel and certain of its subsidiaries have retirement and other postretirement benefit plans covering substantially all employees of these companies. Actuarial valuations are used in determining amounts recognized in the financial statements for certain retirement and other postretirement benefit plans (see “Note 6 to the Consolidated Financial Statements—Employee Benefit Plans”).
Share-Based Payments
Mattel recognizes the cost of employee share-based payment awards on a straight-line attribution basis over the requisite employee service period, net of estimated forfeitures. In determining when additional tax benefits associated with share-based payment exercises are recognized, Mattel follows the ordering of deductions under the tax law, which allows deductions for share-based payment exercises to be utilized before previously existing net operating loss carryforwards.
Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise, the associated volatility, and the expected dividends. Mattel estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding and has been determined based on historical exercise experience. Expected stock price volatility is based on the historical volatility of Mattel’s stock for a period approximating the expected life, the expected dividend yield is based on Mattel’s most recent actual annual dividend payout, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the amount of share-based awards that will be forfeited prior to vesting.
Income Taxes
Certain income and expense items are accounted for differently for financial reporting and income tax purposes. Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, applying enacted statutory income tax rates in effect for the year in which the differences are expected to reverse.
In the normal course of business, Mattel is regularly audited by federal, state, local, and foreign tax authorities. The ultimate settlement of any particular issue with the applicable taxing authority could have a material impact on Mattel’s consolidated financial statements.
New Accounting Pronouncements
In May 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRSs. ASU 2011-04 clarifies some existing concepts, eliminates wording differences between US GAAP and International Financial Reporting Standards (“IFRS”), and in some limited cases, changes some principles to achieve convergence between US GAAP and IFRS. ASU 2011-04 results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between US GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. ASU 2011-04 will be effective for Mattel for fiscal years beginning after December 15, 2011. Mattel does not expect the adoption of ASU 2011-04 to have a material effect on its operating results or financial position.
In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which defers specific requirements to present reclassification adjustments for each component of accumulated other comprehensive income. ASU 2011-05 will be retroactively effective for Mattel for fiscal years beginning after December 15, 2011. Mattel does not expect the adoption of ASU 2011-05 to have a material effect on its operating results or financial position.
In September 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. ASU 2011-08 will be effective for Mattel for fiscal years beginning after December 15, 2011. Mattel does not expect the adoption of ASU 2011-08 to have a material effect on its operating results or financial position.
In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosure about Offsetting Assets and Liabilities, which requires an entity to include additional disclosures about financial instruments and transactions eligible for offset in the statement of financial position, as well as financial instruments subject to a master netting agreement or similar arrangement. ASU 2011-11 will be retroactively effective for Mattel for fiscal years beginning on or after January 1, 2013. Mattel does not expect the adoption of ASU 2011-11 to have a material effect on its operating results or financial position.
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Note 2—Goodwill and Other Intangibles
The change in the carrying value of goodwill by reporting unit for 2011 and 2010 is shown below. Brand-specific goodwill held by foreign subsidiaries is allocated to the US reporting units selling those brands, thereby causing foreign currency translation impact to the US reporting units.
| Mattel Girls Brands US |
Mattel Boys Brands US |
Fisher- Price Brands US |
American Girl Brands |
International | Total | |||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
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Balance at December 31, 2009 |
$ | 32,082 | $ | 130,737 | $ | 216,080 | $ | 207,571 | $ | 241,998 | $ | 828,468 | ||||||||||||
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Impact of currency exchange rate changes |
(1,011 | ) | (79 | ) | (201 | ) | — | (3,170 | ) | (4,461 | ) | |||||||||||||
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Balance at December 31, 2010 |
31,071 | 130,658 | 215,879 | 207,571 | 238,828 | 824,007 | ||||||||||||||||||
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Impact of currency exchange rate changes |
(125 | ) | (9 | ) | (24 | ) | — | (1,710 | ) | (1,868 | ) | |||||||||||||
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Balance at December 31, 2011 |
$ | 30,946 | $ | 130,649 | $ | 215,855 | $ | 207,571 | $ | 237,118 | $ | 822,139 | ||||||||||||
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In 2011, Mattel performed the annually required impairment tests and determined that its goodwill was not impaired. Mattel has not recorded any goodwill impairment subsequent to its initial adoption of Accounting Standards Codification (“ASC”) 350-20, Goodwill, on January 1, 2002.
Identifiable intangibles include the following:
| December 31, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Nonamortizable identifiable intangibles |
$ | 122,223 | $ | 122,223 | ||||
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Identifiable intangibles (net of amortization of $55.5 million and $64.2 million at December 31, 2011 and 2010, respectively) |
84,486 | 91,359 | ||||||
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| $ | 206,709 | $ | 213,582 | |||||
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In October 2010, Mattel acquired the intellectual property rights related to Phase 10® for $15.8 million, including acquisition costs, which is included within amortizable identifiable intangibles.
Mattel tests nonamortizable intangible assets, including trademarks and trade names, for impairment annually in the third quarter, and whenever events or changes in circumstances indicate that the carrying value may exceed its fair value. During 2011 and 2010, Mattel performed the annual impairment tests and determined that its nonamortizable intangible assets were not impaired. However, during 2011, for one of Mattel’s nonamortizable intangible assets with a carrying value of approximately $113 million, the fair value did not exceed the carrying value by a significant margin. Future changes in estimates resulting in lower than currently anticipated future cash flows and fair value could negatively affect the valuation, which may result in Mattel recognizing an impairment charge in the future.
Mattel also tests its amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. As a result of these impairment tests, Mattel recorded an impairment charge of approximately $8 million during 2010, which is reflected within other selling and administrative expenses. Amortizable intangible assets were determined to not be impaired during 2011.
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Note 3—Income Taxes
Consolidated pre-tax income consists of the following:
| For the Year | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
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US operations |
$ | 169,706 | $ | 124,160 | $ | 107,593 | ||||||
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Foreign operations |
800,967 | 722,665 | 552,454 | |||||||||
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| $ | 970,673 | $ | 846,825 | $ | 660,047 | |||||||
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The provision (benefit) for current and deferred income taxes consists of the following:
| For the Year | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
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Current |
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Federal |
$ | 15,933 | $ | 14,057 | $ | 9,251 | ||||||
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State |
5,268 | 8,686 | 9,975 | |||||||||
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Foreign |
131,596 | 143,090 | 134,088 | |||||||||
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| 152,797 | 165,833 | 153,314 | ||||||||||
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Deferred |
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Federal |
49,853 | (10,894 | ) | 564 | ||||||||
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State |
(2,629 | ) | 10,599 | (8,828 | ) | |||||||
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Foreign |
2,144 | (3,576 | ) | (13,707 | ) | |||||||
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| 49,368 | (3,871 | ) | (21,971 | ) | ||||||||
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Provision for income taxes |
$ | 202,165 | $ | 161,962 | $ | 131,343 | ||||||
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Deferred income taxes are provided principally for tax credit carryforwards, research and development expenses, net operating loss carryforwards, employee compensation-related expenses and certain other reserves that are recognized in different years for financial statement and income tax reporting purposes. Mattel’s deferred income tax assets (liabilities) are composed of the following:
| December 31, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
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Tax credit carryforwards |
$ | 124,404 | $ | 134,044 | ||||
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Research and development expenses |
183,270 | 184,132 | ||||||
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Loss carryforwards |
54,351 | 54,747 | ||||||
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Allowances and reserves |
133,068 | 138,938 | ||||||
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Deferred compensation |
100,122 | 115,822 | ||||||
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Postretirement benefits |
76,587 | 63,707 | ||||||
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Other |
56,185 | 49,395 | ||||||
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Gross deferred income tax assets |
727,987 | 740,785 | ||||||
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Intangible assets |
(132,320 | ) | (116,919 | ) | ||||
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Other |
(10,563 | ) | (8,649 | ) | ||||
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Gross deferred income tax liabilities |
(142,883 | ) | (125,568 | ) | ||||
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Deferred income tax asset valuation allowances |
(42,286 | ) | (44,917 | ) | ||||
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Net deferred income tax assets |
$ | 542,818 | $ | 570,300 | ||||
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Net deferred income tax assets are reported in the consolidated balance sheets as follows:
| December 31, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
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Prepaid expenses and other current assets |
$ | 110,422 | $ | 135,612 | ||||
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Other noncurrent assets |
473,832 | 477,320 | ||||||
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Accrued liabilities |
(194 | ) | (319 | ) | ||||
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Other noncurrent liabilities |
(41,242 | ) | (42,313 | ) | ||||
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| $ | 542,818 | $ | 570,300 | |||||
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As of December 31, 2011, Mattel has federal and foreign loss carryforwards totaling $140.4 million and tax credit carryforwards of $124.4 million, which does not include carryforwards that do not meet the threshold for recognition in the financial statements. Utilization of these loss and tax credit carryforwards is subject to annual limitations. Mattel’s loss and tax credit carryforwards expire in the following periods:
| Loss Carryforwards |
Tax Credit Carryforwards |
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| (In millions) | ||||||||
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2012 – 2016 |
$ | 65.4 | $ | 72.7 | ||||
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Thereafter |
2.2 | 46.1 | ||||||
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No expiration date |
72.8 | 5.6 | ||||||
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Total |
$ | 140.4 | $ | 124.4 | ||||
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Management considered all available evidence under existing tax law and anticipated expiration of tax statutes and determined that a valuation allowance of $38.0 million was required as of December 31, 2011 for those loss and tax credit carryforwards that are not expected to provide future tax benefits. In addition, management determined that a valuation allowance of $4.3 million was required as of December 31, 2011 for those deferred tax assets for which there is not sufficient evidence as to its ultimate utilization, primarily related to certain foreign affiliates. Changes in the valuation allowance for 2011 include increases in the valuation allowance for 2011 foreign losses without benefits, and decreases in the valuation allowance for expiration and projected utilization of tax loss and tax credit carryforwards. Management believes it is more-likely-than-not that Mattel will generate sufficient taxable income in the appropriate future periods to realize the benefit of the remaining net deferred income tax assets of $542.8 million. Changes in enacted tax laws, audits in various jurisdictions around the world, settlements or acquisitions, could negatively impact Mattel’s ability to fully realize all of the benefits of its remaining net deferred tax assets.
Differences between the provision for income taxes at the US federal statutory income tax rate and the provision in the consolidated statements of operations are as follows:
| For the Year | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
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Provision at US federal statutory rates |
$ | 339,736 | $ | 296,389 | $ | 231,016 | ||||||
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(Decrease) increase resulting from: |
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Foreign earnings taxed at different rates, including withholding taxes |
(139,476 | ) | (138,352 | ) | (82,029 | ) | ||||||
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Foreign losses without income tax benefit |
2,883 | 5,398 | 6,148 | |||||||||
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State and local taxes, net of US federal benefit |
4,833 | 12,535 | 5,486 | |||||||||
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Adjustments to previously accrued taxes |
(6,800 | ) | (638 | ) | (28,840 | ) | ||||||
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Foreign tax credit benefit, net of cost to repatriate foreign earnings |
— | (16,200 | ) | — | ||||||||
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Other |
989 | 2,830 | (438 | ) | ||||||||
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Provision for income taxes |
$ | 202,165 | $ | 161,962 | $ | 131,343 | ||||||
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In assessing whether uncertain tax positions should be recognized in its financial statements, Mattel first determines whether it is more-likely-than-not (a greater than 50 percent likelihood) that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, Mattel presumes that the position will be examined by the appropriate taxing authority that would have full knowledge of all relevant information. For tax positions that meet the more-likely-than-not recognition threshold, Mattel measures the amount of benefit recognized in the financial statements at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Mattel recognizes unrecognized tax benefits in the first financial reporting period in which information becomes available indicating that such benefits will more-likely-than-not be realized.
Mattel records unrecognized tax benefits for US federal, state, local, and foreign tax positions related primarily to transfer pricing, tax credits claimed, tax nexus, and apportionment. For each reporting period, management applies a consistent methodology to measure unrecognized tax benefits and all unrecognized tax benefits are reviewed periodically and adjusted as circumstances warrant. Mattel’s measurement of its unrecognized tax benefits is based on management’s assessment of all relevant information, including prior audit experience, the status of current audits, conclusions of tax audits, lapsing of applicable statutes of limitations, identification of new issues, and any administrative guidance or developments.
A reconciliation of unrecognized tax benefits is as follows:
| 2011 | 2010 | 2009 | ||||||||||
| (In millions) | ||||||||||||
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Unrecognized tax benefits at January 1 |
$ | 252.6 | $ | 230.0 | $ | 80.3 | ||||||
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Increases for positions taken in current year |
13.5 | 14.8 | 9.4 | |||||||||
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Increases for positions taken in a prior year |
2.3 | 14.9 | 194.3 | |||||||||
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Decreases for positions taken in a prior year |
(1.0 | ) | (4.3 | ) | (30.2 | ) | ||||||
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Decreases for settlements with taxing authorities |
(1.4 | ) | (1.7 | ) | (23.0 | ) | ||||||
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Decreases for lapses in the applicable statute of limitations |
(3.4 | ) | (1.1 | ) | (0.8 | ) | ||||||
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Unrecognized tax benefits at December 31 |
$ | 262.6 | $ | 252.6 | $ | 230.0 | ||||||
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Of the $262.6 million of unrecognized tax benefits as of December 31, 2011, $254.5 million would impact the effective tax rate if recognized, however a valuation allowance would likely be recorded against certain capital losses included in this amount.
During 2011, Mattel recognized $1.4 million of interest and penalties related to unrecognized tax benefits, which is reflected in provision for income taxes in the consolidated statements of operations. As of December 31, 2011, Mattel had accrued $12.9 million in interest and penalties related to unrecognized tax benefits. Of this balance, $12.4 million would impact the effective tax rate if recognized.
In the normal course of business, Mattel is regularly audited by federal, state, local and foreign tax authorities. The IRS is currently auditing Mattel’s 2008 and 2009 federal income tax returns. The IRS audit plan calls for the completion of the current examination in the second quarter of 2012. In the fourth quarter of 2011, the IRS issued several Notices of Proposed Adjustments (“NOPA”) related to its examination. The NOPAs are not final, as the IRS has not issued its final examination report. Mattel is currently in discussions with the IRS in an effort to reach a resolution of all issues. Mattel files multiple state and local income tax returns and remains subject to examination in various of these jurisdictions, including California for the 2005 through 2011 tax years, New York for the 2004 through 2011 tax years, and Wisconsin for the 2008 through 2011 tax years. Mattel files multiple foreign income tax returns and remains subject to examination in major foreign jurisdictions, including Hong Kong and Venezuela for the 2005 through 2011 tax years, and Brazil, Mexico and Netherlands for the 2006 through 2011 tax years. Based on the current status of the IRS audit, there is insufficient information to quantify any significant changes in unrecognized tax benefits in the next twelve months. Based on the current status of state and foreign audits, Mattel may recognize a benefit of up to approximately $10 million related to the settlement of tax audits and/or the expiration of statutes of limitations in the next twelve months. The ultimate settlement of any particular issue with the applicable taxing authority could have a material impact on Mattel’s consolidated financial statements.
In the first quarter of 2010, Mattel reached a resolution with the IRS regarding all open issues relating to the examination of Mattel’s US federal income tax returns for the years 2006 and 2007. The resolution did not have a material impact on Mattel’s 2010 consolidated financial statements.
In 2011, income was positively impacted by net tax benefits of $6.8 million, primarily related to reassessments of prior years’ tax liabilities based on the status of current audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes. In 2010, income was positively impacted by net tax benefits of $16.8 million. The August 2010 enactment of the foreign tax credit provisions in the Education Jobs and Medicaid Assistance Act (“EJMA”) will impair Mattel’s ability to utilize certain foreign tax credits expected to be generated in future years, which will provide Mattel with greater capacity in future years to utilize excess foreign tax credit carryfowards from prior years. As a result of the EJMA and other elements of Mattel’s current US tax position, Mattel formalized a plan to repatriate earnings from certain foreign subsidiaries in order to be able to fully utilize excess foreign tax credit carryforwards from prior years. The combination of these events resulted in the recognition of a discrete gross tax benefit of $59.1 million related to the anticipated utilization of excess foreign tax credits carryforwards, for which a valuation allowance had previously been provided, partially offset by a discrete tax expense of $42.9 million related to the incremental cost to repatriate earnings from certain foreign subsidiaries for which taxes had not been previously provided. In addition, Mattel also recognized discrete tax benefits of $0.6 million related to reassessments of prior years’ tax liabilities based on the status of audits and tax filings in various jurisdictions around the world, settlements, and enacted tax law changes.
The cumulative amount of undistributed earnings of foreign subsidiaries that Mattel intends to indefinitely reinvest and upon which no deferred US income taxes have been provided is approximately $4.5 billion as of December 31, 2011. Management periodically reviews the undistributed earnings of its foreign subsidiaries and reassesses the intent to indefinitely reinvest such earnings.
The additional US income tax on unremitted foreign earnings, if repatriated, would be offset in part by foreign tax credits. The extent of this offset would depend on many factors, including the method of distribution, and specific earnings distributed.
Accounting principles generally accepted in the United States of America require that tax benefits related to the exercise of nonqualified stock options and vesting of other stock compensation awards be credited to additional paid-in-capital in the period in which such amounts reduce current taxes payable. The exercise of nonqualified stock options and vesting of other stock compensation awards resulted in an increase to additional paid-in-capital for related income tax benefits totaling $24.2 million, $7.5 million, and $36.7 million, in 2011, 2010, and 2009, respectively.
|
|||
Note 4—Product Recalls and Withdrawals
During 2007, Mattel recalled products with high-powered magnets that may become dislodged and other products, some of which were produced using non-approved paint containing lead in excess of applicable regulatory and Mattel standards. During the second half of 2007, additional products were recalled, withdrawn from retail stores, or replaced at the request of consumers as a result of safety or quality issues (collectively, the “2007 Product Recalls”). In the second quarter of 2008, Mattel determined that certain products had been shipped into foreign markets in which the products did not meet all applicable regulatory standards for those markets. None of these deficiencies related to lead or magnets. Mattel withdrew these products from retail stores in these markets and, although not required to do so, also withdrew the products from the US and other markets because they did not meet Mattel’s internal standards (the “2008 Product Withdrawal”).
The following table summarizes Mattel’s reserves and reserve activity for the 2007 Product Recalls and the 2008 Product Withdrawal:
| Product Returns/ Redemptions |
Other | Total | ||||||||||
| (In thousands) | ||||||||||||
|
Balance at December 31, 2008 |
$ | 3,605 | $ | 1,338 | $ | 4,943 | ||||||
|
Reserves used |
(1,297 | ) | (311 | ) | (1,608 | ) | ||||||
|
Changes in estimates |
(2,370 | ) | 707 | (1,663 | ) | |||||||
|
Impact of currency exchange rate changes |
77 | (26 | ) | 51 | ||||||||
|
|
|
|
|
|
|
|||||||
|
Balance at December 31, 2009 |
$ | 15 | $ | 1,708 | $ | 1,723 | ||||||
|
Reserves used |
(15 | ) | (1,180 | ) | (1,195 | ) | ||||||
|
Changes in estimates |
— | (528 | ) | (528 | ) | |||||||
|
|
|
|
|
|
|
|||||||
|
Balance at December 31, 2010 |
$ | — | $ | — | $ | — | ||||||
|
|
|
|
|
|
|
|||||||
Following the announcement of the 2007 Product Recalls, a number of lawsuits were filed against Mattel with respect to the recalled products. During 2009, Mattel recorded charges of $27.4 million, which are included in other selling and administrative expenses, to reserve for the settlement of the product liability-related litigation. During 2010, Mattel reduced its estimate of these settlement costs, which had the effect of reducing other selling and administrative expenses by $8.7 million, primarily based on actual experience under the settlement program. Additionally, Mattel recorded a $4.8 million benefit and $6.0 million benefit during 2010 and 2009, respectively, from insurance recoveries of costs incurred in connection with the product liability-related litigation. During 2011, there were no changes to the reserve estimates for the product liability-related litigation.
On September 30, 2010, Fisher-Price, Inc., a subsidiary of Mattel, in cooperation with the US Consumer Product Safety Commission and Health Canada, voluntarily recalled certain products in the US and international markets. These recalls resulted in a total reduction to operating income of $7.6 million in 2010, which was based on estimates such as the expected levels of affected products at retail and historical consumer return rates.
Although management is not aware of any additional quality or safety issues that are likely to result in material recalls or withdrawals, there can be no assurance that additional issues will not be identified in the future.
|
|||
Note 5—Restructuring Charges
During 2008, Mattel initiated the first phase of its cost savings program, Global Cost Leadership, which was designed to improve operating efficiencies and leverage Mattel’s global scale to improve profitability and operating cash flows. The major initiatives within the Global Cost Leadership program included:
| • |
A global reduction in Mattel’s professional workforce during 2008 and 2009, |
| • |
A coordinated efficiency strategic plan that included structural changes designed to lower costs and improve efficiencies; for example, offshoring and outsourcing certain back office functions, and additional clustering of management in international markets, and |
| • |
Procurement initiatives designed to further leverage Mattel’s global scale in areas such as creative agency partnerships, legal services, and distribution, including ocean carriers and over-the-road freight vendors. |
During 2011, Mattel initiated the second phase of its cost savings program, Operational Excellence 2.0. The major initiatives within the Operational Excellence 2.0 program include:
| • |
The creation of global brand teams and reorganization to a North America division, |
| • |
Additional procurement initiatives designed to fully leverage Mattel’s global scale, |
| • |
SKU efficiency, and |
| • |
Packaging optimization. |
In connection with these cost savings programs, Mattel recorded severance and other termination-related charges of $14.9 million, $13.0 million, and $31.5 million during 2011, 2010, and 2009, respectively, which are included within other selling and administrative expenses. The following table summarizes Mattel’s severance and other termination costs activity:
| Severance | Other Termination Costs |
Total | ||||||||||
| (In thousands) | ||||||||||||
|
Balance at December 31, 2008 |
$ | 17,115 | $ | 881 | $ | 17,996 | ||||||
|
Charges |
31,176 | 324 | 31,500 | |||||||||
|
Payments |
(29,508 | ) | (980 | ) | (30,488 | ) | ||||||
|
|
|
|
|
|
|
|||||||
|
Balance at December 31, 2009 |
18,783 | 225 | 19,008 | |||||||||
|
Charges |
12,951 | 10 | 12,961 | |||||||||
|
Payments |
(26,463 | ) | (90 | ) | (26,553 | ) | ||||||
|
|
|
|
|
|
|
|||||||
|
Balance at December 31, 2010 |
5,271 | 145 | 5,416 | |||||||||
|
Charges |
14,806 | 54 | 14,860 | |||||||||
|
Payments |
(15,747 | ) | (40 | ) | (15,787 | ) | ||||||
|
|
|
|
|
|
|
|||||||
|
Balance at December 31, 2011 |
$ | 4,330 | $ | 159 | $ | 4,489 | ||||||
|
|
|
|
|
|
|
|||||||
|
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Note 6—Employee Benefit Plans
Mattel and certain of its subsidiaries have qualified and nonqualified retirement plans covering substantially all employees of these companies. These plans include defined benefit pension plans, defined contribution retirement plans, postretirement benefit plans, and deferred compensation and excess benefit plans. In addition, Mattel makes contributions to government-mandated retirement plans in countries outside the US where its employees work.
A summary of retirement plan expense is as follows:
| For the Year | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In millions) | ||||||||||||
|
Defined contribution retirement plans |
$ | 36.9 | $ | 33.3 | $ | 33.4 | ||||||
|
Defined benefit pension plans |
37.6 | 31.7 | 27.7 | |||||||||
|
Deferred compensation and excess benefit plans |
0.7 | 4.6 | 6.0 | |||||||||
|
Postretirement benefit plans |
1.6 | 1.9 | 2.6 | |||||||||
|
|
|
|
|
|
|
|||||||
| $ | 76.8 | $ | 71.5 | $ | 69.7 | |||||||
|
|
|
|
|
|
|
|||||||
Defined Benefit Pension and Postretirement Benefit Plans
Mattel provides defined benefit pension plans for eligible domestic employees, which are intended to comply with the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). Some of Mattel’s foreign subsidiaries have defined benefit pension plans covering substantially all of their eligible employees. Mattel funds these plans in accordance with the terms of the plans and local statutory requirements, which differ for each of the countries in which the subsidiaries are located. Mattel also has unfunded postretirement health insurance plans covering certain eligible domestic employees.
A summary of the components of Mattel’s net periodic benefit cost and other changes in plan assets and benefit obligations recognized in other comprehensive income for the years ended December 31 are as follows:
| Defined Benefit Pension Plans | Postretirement Benefit Plans | |||||||||||||||||||||||
| 2011 | 2010 | 2009 | 2011 | 2010 | 2009 | |||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
|
Net periodic benefit cost: |
||||||||||||||||||||||||
|
Service cost |
$ | 13,610 | $ | 12,441 | $ | 11,153 | $ | 73 | $ | 76 | $ | 82 | ||||||||||||
|
Interest cost |
28,433 | 27,934 | 26,606 | 1,576 | 1,820 | 2,263 | ||||||||||||||||||
|
Expected return on plan assets |
(25,714 | ) | (24,581 | ) | (24,330 | ) | — | — | — | |||||||||||||||
|
Amortization of prior service cost |
1,776 | 2,453 | 1,815 | — | — | — | ||||||||||||||||||
|
Recognized actuarial loss (gain) |
19,492 | 13,499 | 12,502 | (48 | ) | 52 | 237 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Net periodic benefit cost |
$ | 37,597 | $ | 31,746 | $ | 27,746 | $ | 1,601 | $ | 1,948 | $ | 2,582 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Other changes in plan assets and benefit obligations recognized in other comprehensive income: |
||||||||||||||||||||||||
|
Net loss (gain) |
$ | 62,687 | $ | 482 | $ | (26,705 | ) | $ | (1,249 | ) | $ | (9,502 | ) | $ | (3,609 | ) | ||||||||
|
Prior service cost (credit) |
2 | (675 | ) | 347 | — | — | — | |||||||||||||||||
|
Amortization of prior service cost |
(1,776 | ) | (2,453 | ) | (1,815 | ) | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Total recognized in other comprehensive income (a) |
$ | 60,913 | $ | (2,646 | ) | $ | (28,173 | ) | $ | (1,249 | ) | $ | (9,502 | ) | $ | (3,609 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Total recognized in net periodic benefit cost and other comprehensive income |
$ | 98,510 | $ | 29,100 | $ | (427 | ) | $ | 352 | $ | (7,554 | ) | $ | (1,027 | ) | |||||||||
| (a) | Amounts exclude related tax (benefit) expense of $(21.6) million, $4.4 million, and $13.1 million, during 2011, 2010, and 2009, respectively, which are also included in other comprehensive income. |
Net periodic benefit cost for Mattel’s domestic defined benefit pension and postretirement benefit plans was calculated on January 1 of each year using the following assumptions:
| For the Year | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
|
Defined benefit pension plans: |
||||||||||||
|
Discount rate |
5.2% | 5.6% | 5.4% | |||||||||
|
Weighted average rate of future compensation increases |
3.8% | 3.8% | 3.8% | |||||||||
|
Long-term rate of return on plan assets |
8.0% | 8.0% | 8.0% | |||||||||
|
Postretirement benefit plans: |
||||||||||||
|
Discount rate |
5.2% | 5.6% | 5.4% | |||||||||
|
Annual increase in Medicare Part B premium |
6.0% | 6.0% | 6.0% | |||||||||
|
Health care cost trend rate: |
||||||||||||
|
Pre-65 |
8.0% | 6.0% | 7.0% | |||||||||
|
Post-65 |
8.0% | 8.0% | 9.0% | |||||||||
|
Ultimate cost trend rate (pre- and post-65) |
5.0% | 5.0% | 5.0% | |||||||||
|
Year that the rate reaches the ultimate cost trend rate: |
||||||||||||
|
Pre-65 |
2017 | 2011 | 2011 | |||||||||
|
Post-65 |
2017 | 2013 | 2013 | |||||||||
Discount rates, weighted average rates of future compensation increases, and long-term rates of return on plan assets for Mattel’s foreign defined benefit pension plans differ from the assumptions used for Mattel’s domestic defined benefit pension plans due to differences in local economic conditions from which the non-US plans are based. The rates shown in the preceding table are indicative of the weighted average rates of all Mattel’s defined benefit pension plans given the relative insignificance of the foreign plans to the consolidated total.
The estimated net actuarial loss and prior service cost for the domestic defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $13.2 million. The estimated net actuarial loss for the domestic postretirement benefit plans that will be amortized from accumulated other comprehensive loss into net period benefit cost over the next fiscal year is $0.1 million.
Mattel used a measurement date of December 31, 2011 for its defined benefit pension plans and postretirement benefit plans. A summary of the changes in benefit obligation and plans assets is as follows:
| Defined Benefit Pension Plans |
Postretirement Benefit Plans |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| (In thousands) | ||||||||||||||||
|
Change in Benefit Obligation: |
||||||||||||||||
|
Benefit obligation, beginning of year |
$ | 545,927 | $ | 513,307 | $ | 35,081 | $ | 46,472 | ||||||||
|
Service cost |
13,610 | 12,441 | 73 | 76 | ||||||||||||
|
Interest cost |
28,433 | 27,934 | 1,576 | 1,820 | ||||||||||||
|
Participant contributions |
— | 31 | — | — | ||||||||||||
|
Impact of currency exchange rate changes |
(1,785 | ) | (3,518 | ) | — | — | ||||||||||
|
Actuarial loss (gain) |
61,052 | 20,797 | (1,297 | ) | (9,460 | ) | ||||||||||
|
Benefits paid |
(37,221 | ) | (25,065 | ) | (3,099 | ) | (3,827 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Benefit obligation, end of year |
$ | 610,016 | $ | 545,927 | $ | 32,334 | $ | 35,081 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Change in Plan Assets: |
||||||||||||||||
|
Plan assets at fair value, beginning of year |
$ | 316,795 | $ | 296,828 | $ | — | $ | — | ||||||||
|
Actual return on plan assets |
5,182 | 31,831 | — | — | ||||||||||||
|
Employer contributions |
53,859 | 15,162 | 3,099 | 3,827 | ||||||||||||
|
Participant contributions |
— | 31 | — | — | ||||||||||||
|
Impact of currency exchange rate changes |
(534 | ) | (1,992 | ) | — | — | ||||||||||
|
Benefits paid |
(37,221 | ) | (25,065 | ) | (3,099 | ) | (3,827 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Plan assets at fair value, end of year |
$ | 338,081 | $ | 316,795 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net Amount Recognized in Consolidated Balance Sheets: |
||||||||||||||||
|
Funded status, end of year |
$ | (271,935 | ) | $ | (229,132 | ) | $ | (32,334 | ) | $ | (35,081 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Current accrued benefit liability |
(23,215 | ) | (4,418 | ) | (2,700 | ) | (2,600 | ) | ||||||||
|
Noncurrent accrued benefit liability |
(248,720 | ) | (224,714 | ) | (29,634 | ) | (32,481 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total accrued benefit liability |
$ | (271,935 | ) | $ | (229,132 | ) | $ | (32,334 | ) | $ | (35,081 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Amounts recognized in Accumulated Other Comprehensive Loss (a): |
||||||||||||||||
|
Net actuarial loss (gain) |
$ | 273,691 | $ | 211,004 | $ | (1,106 | ) | $ | 143 | |||||||
|
Prior service cost |
138 | 1,912 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 273,829 | $ | 212,916 | $ | (1,106 | ) | $ | 143 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) | Amounts exclude related tax benefits of $100.4 million and $78.8 million for December 31, 2011 and 2010, respectively, which are also included in accumulated other comprehensive loss. |
The accumulated benefit obligation differs from the projected benefit obligation in that it assumes future compensation levels will remain unchanged. Mattel’s accumulated benefit obligation for its defined benefit pension plans as of December 31, 2011 and 2010 totaled $553.6 million and $510.0 million, respectively.
The assumptions used in determining the projected and accumulated benefit obligations of Mattel’s domestic defined benefit pension and postretirement benefit plans are as follows:
| December 31, | ||||||||
| 2011 | 2010 | |||||||
|
Defined benefit pension plans: |
||||||||
|
Discount rate |
4.5% | 5.2% | ||||||
|
Weighted average rate of future compensation increases |
3.8% | 3.8% | ||||||
|
Postretirement benefit plans: |
||||||||
|
Discount rate |
4.5% | 5.2% | ||||||
|
Annual increase in Medicare Part B premium |
6.0% | 6.0% | ||||||
|
Health care cost trend rate: |
||||||||
|
Pre-65 |
7.5% | 8.0% | ||||||
|
Post-65 |
7.5% | 8.0% | ||||||
|
Ultimate cost trend rate (pre- and post-65) |
5.0% | 5.0% | ||||||
|
Year that the rate reaches the ultimate cost trend rate: |
||||||||
|
Pre-65 |
2017 | 2017 | ||||||
|
Post-65 |
2017 | 2017 | ||||||
A one percentage point increase/(decrease) in the assumed health care cost trend rate for each future year would impact the postretirement benefit obligation as of December 31, 2011 by $2.7 million and $(2.4) million, respectively, while a one percentage point increase/(decrease) would impact the service and interest cost recognized for 2011 by $0.1 million and $(0.1) million, respectively.
The estimated future benefit payments for Mattel’s defined benefit pension and postretirement benefit plans are as follows:
| Defined Benefit Pension Plans |
Postretirement Benefit Plans Before Subsidy |
Benefit of Medicare Part D Subsidy |
||||||||||
| (In thousands) | ||||||||||||
|
2012 |
$ | 44,464 | $ | 2,900 | $ | (200 | ) | |||||
|
2013 |
26,782 | 2,700 | (200 | ) | ||||||||
|
2014 |
27,398 | 2,700 | (200 | ) | ||||||||
|
2015 |
28,344 | 2,700 | (200 | ) | ||||||||
|
2016 |
29,456 | 2,700 | (200 | ) | ||||||||
|
2017 - 2021 |
168,950 | 12,500 | (1,100 | ) | ||||||||
Mattel expects to make cash contributions totaling approximately $57 million to its defined benefit pension and postretirement benefit plans in 2012, which includes approximately $27 million for benefit payments for its unfunded plans.
Mattel periodically commissions a study of the plans’ assets and liabilities to determine an asset allocation that would best match expected cash flows from the plans’ assets to expected benefit payments. Mattel monitors the returns earned by the plans’ assets and reallocates investments as needed. Mattel’s overall investment strategy is to achieve an adequately diversified asset allocation mix of investments that provides for both near-term benefit payments as well as long-term growth. The assets are invested in a combination of indexed and actively managed funds. The target allocations for Mattel’s domestic plan assets, which comprise 80% of Mattel’s total plan assets, are 35% in US equities, 35% in non-US equities, 20% in US long-term bonds, and 10% in US Treasury inflation protected securities. The US equities are benchmarked against the S&P 500 and the non-US equities are benchmarked against a combination of developed and emerging markets indexes. Fixed income securities are long-duration bonds intended to closely match the duration of the liabilities and include US government treasuries and agencies, corporate bonds from various industries, and mortgage-backed and asset-backed securities.
Mattel’s defined benefit pension plan assets are measured and reported in the financial statements at fair value using inputs, which are more fully described in “Note 12 to the Consolidated Financial Statements—Fair Value Measurements,” as follows:
| December 31, 2011 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (In thousands) | ||||||||||||||||
|
Collective trust funds: |
||||||||||||||||
|
US equity securities |
$ | — | $ | 101,747 | $ | — | $ | 101,747 | ||||||||
|
International equity securities |
— | 101,956 | — | 101,956 | ||||||||||||
|
International fixed income |
— | 36,128 | — | 36,128 | ||||||||||||
|
US government and US government agency securities |
— | 51,897 | — | 51,897 | ||||||||||||
|
US corporate debt instruments |
— | 19,346 | — | 19,346 | ||||||||||||
|
International corporate debt instruments |
— | 5,887 | — | 5,887 | ||||||||||||
|
Mutual funds |
4,883 | — | — | 4,883 | ||||||||||||
|
Other |
— | 16,237 | — | 16,237 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | 4,883 | $ | 333,198 | $ | — | $ | 338,081 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| December 31, 2010 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (In thousands) | ||||||||||||||||
|
Collective trust funds: |
||||||||||||||||
|
US equity securities |
$ | — | $ | 97,885 | $ | — | $ | 97,885 | ||||||||
|
International equity securities |
— | 115,114 | — | 115,114 | ||||||||||||
|
International fixed income |
— | 28,309 | — | 28,309 | ||||||||||||
|
Short-term investments |
— | 1,452 | — | 1,452 | ||||||||||||
|
US government and US government agency securities |
— | 37,718 | — | 37,718 | ||||||||||||
|
US corporate debt instruments |
— | 16,301 | — | 16,301 | ||||||||||||
|
International corporate debt instruments |
— | 5,005 | — | 5,005 | ||||||||||||
|
Mutual funds |
3,082 | — | — | 3,082 | ||||||||||||
|
Other |
— | 11,929 | — | 11,929 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | 3,082 | $ | 313,713 | $ | — | $ | 316,795 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The fair value of collective trust funds and mutual funds shares are determined based on the net asset value of shares held at year-end. The fair value of US government securities, US government agency securities, and corporate debt instruments are determined based on quoted market prices, or are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.
Mattel’s defined benefit pension plan assets are not directly invested in Mattel common stock. Mattel believes that the long-term rate of return on plan assets of 8.0% as of December 31, 2011 is reasonable based on historical returns.
During 1999, Mattel amended the Fisher-Price Pension Plan to convert it from a career-average plan to a cash balance plan and applied for a determination letter from the IRS. In 2003 and 2011, Mattel amended the Fisher-Price Pension Plan to reflect changes in regulations and court cases associated with cash balance plans and submitted applications for a determination letter to the IRS. Mattel received a favorable determination letter in February 2012 and plans to convert the Fisher-Price Pension Plan to a cash balance plan in 2012.
Defined Contribution Retirement Plans
Domestic employees are eligible to participate in a 401(k) savings plan, the Mattel, Inc. Personal Investment Plan (the “Plan”), sponsored by Mattel, which is a funded defined contribution plan intended to comply with ERISA’s requirements. Contributions to the Plan include voluntary contributions by eligible employees and employer automatic and matching contributions by Mattel. The Plan allows employees to allocate both their voluntary contributions and their employer automatic and matching contributions to a variety of investment funds, including a fund that is fully invested in Mattel common stock (the “Mattel Stock Fund”). Employees are not required to allocate any of their Plan account balance to the Mattel Stock Fund, which allows employees to limit or eliminate their exposure to market changes in Mattel’s stock price. Furthermore, the Plan limits the percentage of the employee’s total account balance that may be allocated to the Mattel Stock Fund to 25%. Employees may generally reallocate their account balances on a daily basis. However, pursuant to Mattel’s insider trading policy, employees classified as insiders and restricted personnel under Mattel’s insider trading policy are limited to certain periods in which they may make allocations into or out of the Mattel Stock Fund.
Certain non-US employees participate in other defined contribution retirement plans with varying vesting and contribution provisions.
Deferred Compensation and Excess Benefit Plans
Mattel maintains a deferred compensation plan that permits certain officers and key employees to elect to defer portions of their compensation. The deferred compensation plan, together with certain contributions made by Mattel and participating employees to an excess benefit plan, earns various rates of return. The liability for these plans as of December 31, 2011 and 2010 was $51.6 million and $48.3 million, respectively, and is included in other noncurrent liabilities in the consolidated balance sheets. Changes in the market value of the participant selected investment options are recorded as retirement plan expense within other selling and administrative expenses. Separately, Mattel has purchased group trust-owned life insurance contracts designed to assist in funding these programs. The cash surrender value of these policies, valued at $65.9 million and $64.5 million as of December 31, 2011 and 2010, respectively, are held in an irrevocable grantor trust, the assets of which are subject to the claims of Mattel’s creditors and are included in other noncurrent assets in the consolidated balance sheets.
Incentive Compensation Plans
Mattel has annual incentive compensation plans under which officers and key employees may earn incentive compensation based on Mattel’s performance and subject to certain approvals of the Compensation Committee of the Board of Directors. For 2011, 2010, and 2009, $75.3 million, $106.7 million, and $96.6 million, respectively, was charged to expense for awards under these plans.
Mattel has had two long-term incentive program (“LTIP”) performance cycles in place for the time period between 2009 and 2011: (i) a January 1, 2008—December 31, 2010 performance cycle, which was established by the Compensation Committee of the Board of Directors in March 2008, and (ii) a January 1, 2011—December 31, 2013 performance cycle, which was established by the Compensation Committee of the Board of Directors in March 2011.
For the January 1, 2008—December 31, 2010 LTIP, Mattel granted performance restricted stock units (“RSUs”) under the Mattel, Inc. 2005 Equity Compensation Plan to officers and certain employees providing services to Mattel. Performance RSUs are units that may become payable in shares of Mattel’s common stock at the end of the three-year performance cycle. The performance RSUs granted under this performance cycle were earned based on an initial target number with the final number of performance RSUs payable being determined based on the product of the initial target number of performance RSUs multiplied by a performance factor based on measurements of Mattel’s performance with respect to: (i) annual operating result targets for each year in the performance period using a net operating profit after taxes less capital charge measure (“the 2008—2010 performance-related component”), and (ii) Mattel’s total stockholder return (“TSR”) for the three-year performance period relative to the TSR realized by companies comprising the S&P 500 as the first day of the performance cycle (“the 2008—2010 market-related component”). For the January 1, 2008—December 31, 2010 LTIP, 1.3 million shares were earned relating to the performance-related component and 0.7 million shares were earned relating to the market-related component, resulting in a total of 2.0 million shares that vested in February 2011.
For the January 1, 2008—December 31, 2010 LTIP, the weighted average grant date fair value of the performance-related and market-related components of the performance RSUs were $22.02 and $3.99 per share, respectively, for 2010, and $10.36 and $3.99 per share, respectively, for 2009. During 2010, $17.7 million was charged to expense relating to the 2008—2010 performance-related component as the 2010 actual results exceeded the 2010 performance threshold. During 2009, $3.4 million was charged to expense relating to the 2008—2010 performance-related component as the 2009 actual results exceeded the 2009 performance threshold. Additionally, during both 2010 and 2009, Mattel recognized share-based compensation expense of $1.9 million for the market-related component.
For the January 1, 2011—December 31, 2013 LTIP, Mattel granted performance RSUs under the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan to officers and certain employees providing services to Mattel. Performance RSUs granted under this program are earned based on an initial target number, adjusted for dividends declared during the three-year performance period, with the final number of performance RSUs payable being determined based on the product of the initial target number of performance RSUs multiplied by a performance factor based on measurements of Mattel’s performance with respect to: (i) annual operating result targets for each year in the performance period using a net operating profit after taxes less capital charge measure and a net sales performance measure (“the 2011—2013 performance-related components”), and (ii) Mattel’s TSR for the three-year performance period relative to the TSR realized by companies comprising the S&P 500 as the first day of the performance cycle (“the 2011—2013 market-related component”). For the 2011—2013 performance-related components, the range of possible outcomes is that between zero and 0.6 million shares that can be earned for each of the three years during the three-year performance period. For the 2011—2013 market-related component, the possible outcomes range from an upward adjustment of 0.9 million shares to a downward adjustment of 0.9 million shares to the results of the performance-related components over the three-year performance period.
For the January 1, 2011—December 31, 2013 LTIP, the weighted average grant date fair value of the performance-related and market-related components of the performance RSUs were $24.67 and $4.22 per share, respectively, for 2011. During 2011, $7.1 million was charged to expense relating to the performance-related components as the 2011 actual results exceeded the 2011 performance threshold. Additionally, during 2011, Mattel recognized share-based compensation expense of $1.2 million for the market-related component.
The fair value of the 2008—2010 performance-related component was based on the closing stock price of Mattel’s common stock on the date of grant, reduced by the present value of estimated dividends to be paid during the performance period as the awards were not credited with dividend equivalents for actual dividends paid on Mattel’s common stock. The fair value of the 2011—2013 performance-related components was based on the closing stock price of Mattel’s common stock on the date of grant. The fair values of the market-related components were estimated at the grant date using a Monte Carlo valuation methodology. Share-based compensation is recognized as expense over the performance period using a straight-line expense attribution approach reduced for estimated forfeitures.
|
|||
Note 7—Seasonal Financing and Debt
Seasonal Financing
In November 2011, Mattel issued $300.0 million of unsecured 2.50% senior notes (“2.50% Senior Notes”) due November 1, 2016 and $300.0 million of unsecured 5.45% senior notes (“5.45% Senior Notes”) due November 1, 2041 (collectively, “2011 Senior Notes”). Interest on the 2011 Senior Notes is payable semi-annually on May 1 and November 1 of each year, beginning May 1, 2012. Mattel may redeem all or part of the 2.50% Senior Notes at any time or from time to time at its option, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to but excluding the redemption date, and (ii) a “make-whole” amount based on the yield of a comparable US Treasury security plus 25 basis points. Mattel may redeem all or part of the 5.45% Senior Notes at any time or from time to time at its option prior to May 1, 2041 (six months prior to the maturity date of the 5.45% Senior Notes), at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to but excluding the redemption date, and (ii) a “make-whole” amount based on the yield of a comparable US Treasury security plus 35 basis points. Mattel may redeem all or part of the 5.45% Senior Notes at any time or from time to time at its option on or after May 1, 2041 (six months prior to the maturity date for the 5.45% Senior Notes), at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to but excluding the redemption date.
In September 2010, Mattel issued $250.0 million of unsecured 4.35% senior notes (“4.35% Senior Notes”) due October 1, 2020 and $250.0 million of unsecured 6.20% senior notes (“6.20% Senior Notes”) due October 1, 2040 (collectively, “2010 Senior Notes”). Interest on the 2010 Senior Notes is payable semi-annually on October 1 and April 1 of each year. Mattel may redeem all or part of the 2010 Senior Notes at any time or from time to time at its option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to the redemption date, and (ii) a “make-whole” amount based on the yield of a comparable US Treasury security plus 25 basis points in respect of the 4.35% Senior Notes and 40 basis points in respect of the 6.20% Senior Notes.
Mattel maintains and periodically amends or replaces its domestic unsecured committed revolving credit facility (“Credit Facility”) with a commercial bank group that is used as a back-up facility to Mattel’s commercial paper program, which is used as the primary source of financing for the seasonal working capital requirements of its domestic subsidiaries. The Credit Facility was amended and restated on March 8, 2011 to, among other things, (i) extend the maturity date of the Credit Facility to March 8, 2015, (ii) increase aggregate commitments under the Credit Facility to $1.40 billion, with an “accordion feature,” which allows Mattel to increase the aggregate availability under the Credit Facility to $1.60 billion under certain circumstances, (iii) decrease the applicable interest rate margins to a range of 0.25% to 1.50% above the applicable base rate for base rate loans, and 1.25% to 2.50% above the applicable London Interbank Borrowing Rate for Eurodollar rate loans, in each case depending on Mattel’s senior unsecured long-term debt rating, and (iv) decrease commitment fees to a range of 0.15% to 0.40% of the unused commitments under the Credit Facility.
The borrowing capacity of the amended Credit Facility is $1.40 billion for four years, which exceeded the $1.10 billion for one year remaining on the Credit Facility prior to the March 2011 amendment. The proportion of unamortized debt issuance costs from the prior Credit Facility renewal related to creditors involved in both the prior Credit Facility and amended Credit Facility, and borrowing costs incurred as a result of the amendment were deferred and will be amortized over the term of the amended Credit Facility.
In connection with the execution of the amendment of the Credit Facility, Mattel terminated its $300.0 million domestic receivables sales facility, which was a sub-facility of Credit Facility.
Mattel is required to meet financial covenants at the end of each quarter and fiscal year, using the formulae specified in the Credit Facility agreement to calculate the ratios. Mattel was in compliance with such covenants at the end of each fiscal quarter and fiscal year in 2011. As of December 31, 2011, Mattel’s consolidated debt-to-EBITDA ratio, as calculated per the terms of the Credit Facility agreement, was 1.3 to 1 (compared to a maximum allowed of 3.0 to 1) and Mattel’s interest coverage ratio was 16.0 to 1 (compared to a minimum required of 3.50 to 1).
The Credit Facility is a material agreement and failure to comply with the financial covenant ratios may result in an event of default under the terms of the facility. If Mattel defaulted under the terms of the Credit Facility, its ability to meet its seasonal financing requirements could be adversely affected.
Mattel believes its cash on hand, amounts available under its Credit Facility, and its foreign credit lines will be adequate to meet its seasonal financing requirements in 2012.
To finance seasonal working capital requirements of certain foreign subsidiaries, Mattel avails itself of individual short-term credit lines with a number of banks. As of December 31, 2011, foreign credit lines totaled approximately $187 million. Mattel expects to extend the majority of these credit lines throughout 2012.
During 2009, sales of receivables pursuant to the domestic receivables sales facility occurred periodically, generally quarterly. The receivables were sold by Mattel Sales Corp., Fisher-Price, Inc., and Mattel Direct Import, Inc. to Mattel Factoring, who then sold such receivables to the bank group at a slight discount, and Mattel acted as a servicer for such receivables. Mattel designated Mattel Sales Corp. and Fisher-Price, Inc. as sub-servicers, as permitted by the facility. Mattel’s appointment as a servicer was subject to termination events that were customary for such transactions. The domestic receivables sales facility was also subject to conditions to funding, representations and warranties, undertakings and early termination events that were customary for transactions of this nature.
Mattel did not sell receivables pursuant to the domestic receivables facility in 2011 or 2010. Mattel’s aggregate losses on receivables sold under the domestic and other trade receivables facilities were $0.5 million, $1.8 million, and $7.4 million during 2011, 2010, and 2009, respectively.
The outstanding amounts of accounts receivable that have been sold under other factoring arrangements were $25.9 million and $60.6 million at December 31, 2011 and 2010, respectively. These amounts have been excluded from Mattel’s consolidated balance sheets.
In May 2011, a major credit rating agency changed Mattel’s long-term credit rating from BBB+ to A-, and maintained its short-term credit rating of F-2 and outlook at stable. In April 2011, another major credit rating agency changed Mattel’s long-term credit rating from BBB to BBB+, and maintained its short-term credit rating of A-2 and outlook at stable. Additionally, in April 2011, a major credit rating agency changed Mattel’s long-term credit rating from Baa2 to Baa1, and maintained its short-term credit rating of P-2 and outlook at stable.
Short-Term Borrowings
As of December 31, 2011, Mattel had foreign short-term bank loans outstanding of $8.0 million. As of December 31, 2010, Mattel had no foreign short-term bank loans outstanding. As of December 31, 2011 and 2010, Mattel had no borrowings outstanding under the Credit Facility.
During 2011 and 2010, Mattel had average borrowings of $15.9 million and $2.6 million, respectively, under its foreign short-term bank loans, and $599.7 million and $196.9 million, respectively, under the Credit Facility and other short-term borrowings, to help finance its seasonal working capital requirements. The weighted average interest rate on foreign short-term bank loans during 2011 and 2010 was 11.4% and 3.4%, respectively. The weighted average interest rate on the Credit Facility and other short-term borrowings during both 2011 and 2010 was 0.4%.
Long-Term Debt
Mattel’s long-term debt consists of the following:
| December 31, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Medium-term notes due July 2012 to November 2013 |
$ | 100,000 | $ | 150,000 | ||||
|
2006 Senior Notes |
— | 200,000 | ||||||
|
2008 Senior Notes due March 2013 |
350,000 | 350,000 | ||||||
|
2010 Senior Notes due October 2020 and October 2040 |
500,000 | 500,000 | ||||||
|
2011 Senior Notes due November 2016 and November 2041 |
600,000 | — | ||||||
|
|
|
|
|
|||||
| 1,550,000 | 1,200,000 | |||||||
|
Less: current portion |
(50,000 | ) | (250,000 | ) | ||||
|
|
|
|
|
|||||
|
Total long-term debt |
$ | 1,500,000 | $ | 950,000 | ||||
|
|
|
|
|
|||||
Mattel’s Medium-term notes bear interest at fixed rates ranging from 6.5% to 7.25%, with a weighted average interest rate of 6.89% and 6.99% as of December 31, 2011 and 2010, respectively.
Mattel’s 2008 Senior Notes bear interest at a fixed rate of 5.625%.
During 2011, Mattel repaid the remaining $200.0 million of its 2006 Senior Notes in connection with its scheduled maturity. During 2011 and 2010, Mattel repaid $50.0 million of its Medium-term notes in connection with their maturities.
The aggregate amount of long-term debt maturing in the next five years and thereafter is as follows:
| Medium- Term Notes |
2008 Senior Notes |
2010 Senior Notes |
2011 Senior Notes |
Total | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
|
2012 |
$ | 50,000 | $ | — | $ | — | $ | — | $ | 50,000 | ||||||||||
|
2013 |
50,000 | 350,000 | — | — | 400,000 | |||||||||||||||
|
2014 |
— | — | — | — | — | |||||||||||||||
|
2015 |
— | — | — | — | — | |||||||||||||||
|
2016 |
— | — | — | 300,000 | 300,000 | |||||||||||||||
|
Thereafter |
— | — | 500,000 | 300,000 | 800,000 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| $ | 100,000 | $ | 350,000 | $ | 500,000 | $ | 600,000 | $ | 1,550,000 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|||
Note 8—Stockholders’ Equity
Preference Stock
Mattel is authorized to issue up to 20.0 million shares of $0.01 par value preference stock, of which none is currently outstanding.
Preferred Stock
Mattel is authorized to issue up to 3.0 million shares of $1.00 par value preferred stock, of which none is currently outstanding.
Common Stock Repurchase Program
During 2011, Mattel repurchased 20.4 million shares of its common stock at a cost of $536.3 million. During 2010, Mattel repurchased 18.6 million shares of its common stock at a cost of $446.7 million. During 2009, Mattel did not repurchase any shares of its common stock. During both 2011 and 2010, the Board of Directors authorized Mattel to increase its share repurchase program by $500.0 million. At December 31, 2011, share repurchase authorizations of $427.3 million had not been executed. Repurchases will take place from time to time, depending on market conditions. Mattel’s share repurchase program has no expiration date.
Dividends
During 2011, 2010, and 2009, Mattel paid total dividends per share of $0.92, $0.83, and $0.75, respectively, to holders of its common stock. During 2011, the Board of Directors declared the dividends on a quarterly basis, and Mattel paid the dividends during the quarter in which the dividends were declared. During 2010 and 2009, the Board of Directors declared the dividends annually in November of the respective years, and Mattel paid the dividends in December of the respective years. The payment of dividends on common stock is at the discretion of the Board of Directors and is subject to customary limitations.
Comprehensive Income
The changes in the components of comprehensive income, net of tax, are as follows:
| For the Year | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Net income |
$ | 768,508 | $ | 684,863 | $ | 528,704 | ||||||
|
Currency translation adjustments |
(77,105 | ) | 883 | 52,210 | ||||||||
|
Defined benefit pension plans, net prior service cost and net actuarial loss |
(38,084 | ) | 7,703 | 18,696 | ||||||||
|
Net unrealized gains (losses) on derivative instruments: |
||||||||||||
|
Unrealized holding gains (losses) |
17,900 | 8,725 | (29,602 | ) | ||||||||
|
Reclassification adjustment for realized losses included in net income |
9,843 | 3,024 | 9,797 | |||||||||
|
|
|
|
|
|
|
|||||||
| 27,743 | 11,749 | (19,805 | ) | |||||||||
|
|
|
|
|
|
|
|||||||
| $ | 681,062 | $ | 705,198 | $ | 579,805 | |||||||
|
|
|
|
|
|
|
|||||||
For 2011, currency translation adjustments resulted in a net loss of $77.1 million, with losses from the weakening of the Euro, Mexican peso, Brazilian real, and British pound sterling against the US dollar. For 2010, currency translation adjustments resulted in a net gain of $0.9 million, with gains from the strengthening of the Mexican peso, Brazilian real, and Chilean peso against the US dollar, partially offset by the weakening of the Euro and British pound sterling against the US dollar. For 2009, currency translation adjustments resulted in a net gain of $52.2 million, with gains from the strengthening of the Brazilian real, Euro, Chilean peso, and British pound sterling against the US dollar.
The components of accumulated other comprehensive loss are as follows:
| December 31, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Currency translation adjustments |
$ | (298,863 | ) | $ | (221,758 | ) | ||
|
Defined benefit pension and other postretirement plans, net of tax |
(172,398 | ) | (134,314 | ) | ||||
|
Net unrealized gains (losses) on derivative instruments, net of tax |
24,616 | (3,127 | ) | |||||
|
|
|
|
|
|||||
| $ | (446,645 | ) | $ | (359,199 | ) | |||
|
|
|
|
|
|||||
|
|||
Note 11—Derivative Instruments
Mattel seeks to mitigate its exposure to foreign currency transaction risk by monitoring its foreign currency transaction exposure for the year and partially hedging such exposure using foreign currency forward exchange contracts. Mattel uses foreign currency forward exchange contracts as cash flow hedges primarily to hedge its purchases and sales of inventory denominated in foreign currencies. These contracts generally have maturity dates of up to 18 months. These derivative instruments have been designated as effective cash flow hedges, whereby the unsettled hedges are reported in Mattel’s consolidated balance sheets at fair value, with changes in the fair value of the hedges reflected in other comprehensive income (“OCI”). Realized gains and losses for these contracts are recorded in the consolidated statements of operations in the period in which the inventory is sold to customers. Additionally, Mattel uses foreign currency forward exchange contracts to hedge intercompany loans and advances denominated in foreign currencies. Due to the short-term nature of the contracts involved, Mattel does not use hedge accounting for these contracts, and as such, changes in fair value are recorded in the period of change in the consolidated statements of operations. As of December 31, 2011 and 2010, Mattel held foreign currency forward exchange contracts with notional amounts of $1.14 billion and $1.05 billion, respectively.
The following table presents Mattel’s derivative assets and liabilities:
| Asset Derivatives | ||||||||||
| Balance Sheet Classification | Fair Value | |||||||||
| December 31, 2011 |
December 31, 2010 |
|||||||||
| (In thousands) | ||||||||||
|
Derivatives designated as hedging instruments: |
||||||||||
|
Foreign currency forward exchange contracts |
Prepaid expenses and other current assets |
$ | 29,043 | $ | 8,200 | |||||
|
Foreign currency forward exchange contracts |
Other noncurrent assets | 2,853 | 579 | |||||||
|
|
|
|
|
|||||||
|
Total derivatives designated as hedging instruments |
$ | 31,896 | $ | 8,779 | ||||||
|
|
|
|
|
|||||||
|
Derivatives not designated as hedging instruments: |
||||||||||
|
Foreign currency forward exchange contracts |
Prepaid expenses and other current assets |
$ | — | $ | 8,799 | |||||
|
|
|
|
|
|||||||
|
Total |
$ | 31,896 | $ | 17,578 | ||||||
|
|
|
|
|
|||||||
| Liability Derivatives | ||||||||||
| Balance Sheet Classification | Fair Value | |||||||||
| December 31, 2011 |
December 31, 2010 |
|||||||||
| (In thousands) | ||||||||||
|
Derivatives designated as hedging instruments: |
||||||||||
|
Foreign currency forward exchange contracts |
Accrued liabilities | $ | 1,347 | $ | 11,082 | |||||
|
Foreign currency forward exchange contracts |
Other noncurrent liabilities | 35 | 101 | |||||||
|
|
|
|
|
|||||||
|
Total derivatives designated as hedging instruments |
$ | 1,382 | $ | 11,183 | ||||||
|
|
|
|
|
|||||||
|
Derivatives not designated as hedging instruments: |
||||||||||
|
Foreign currency forward exchange contracts |
Accrued liabilities | $ | 2,930 | $ | — | |||||
|
|
|
|
|
|||||||
|
Total |
$ | 4,312 | $ | 11,183 | ||||||
|
|
|
|
|
|||||||
The following tables present the location and amount of gains and losses, net of tax, from derivatives reported in the consolidated statements of operations:
| For the Year Ended December 31, 2011 |
For the Year Ended December 31, 2010 |
Statements of Operations Classification |
||||||||||||||||
| Amount of Gain (Loss) Recognized in OCI |
Amount of Gain (Loss) Reclassified from Accumulated OCI to Statements of Operations |
Amount of Gain (Loss) Recognized in OCI |
Amount of Gain (Loss) Reclassified from Accumulated OCI to Statements of Operations |
|||||||||||||||
| (In thousands) | ||||||||||||||||||
|
Derivatives designated as hedging instruments: |
||||||||||||||||||
|
Foreign currency forward exchange contracts |
$ | 17,900 | $ | (9,843 | ) | $ | 8,725 | $ | (3,024 | ) | Cost of sales | |||||||
|
|
|
|
|
|
|
|
|
|||||||||||
The net losses of $9.8 million and $3.0 million reclassified from accumulated OCI to the consolidated statements of operations during 2011 and 2010, respectively, are offset by the changes in cash flows associated with the underlying hedged transactions.
| Amount of Gain (Loss) Recognized in the Statements of Operations |
Statements of Operations Classification |
|||||||||
| For the Year Ended December 31, 2011 |
For the Year Ended December 31, 2010 |
|||||||||
| (In thousands) | ||||||||||
|
Derivatives not designated as hedging instruments: |
||||||||||
|
Foreign currency forward
exchange |
$ | 3,955 | $ | (3,797 | ) | Non-operating income/expense | ||||
|
Foreign currency forward
exchange |
747 | 3,052 | Cost of sales | |||||||
|
|
|
|
|
|||||||
|
Total |
$ | 4,702 | $ | (745 | ) | |||||
|
|
|
|
|
|||||||
The net gain of $4.7 million and net loss of $0.7 million recognized in the consolidated statements of operations during 2011 and 2010, respectively, is offset by foreign currency transaction gains/losses on the related hedged balances.
|
|||
Note 12—Fair Value Measurements
The following table presents information about Mattel’s assets and liabilities measured and reported in the financial statements at fair value on a recurring basis as of December 31, 2011 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. The three levels of the fair value hierarchy are as follows:
| • |
Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. |
| • |
Level 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. |
| • |
Level 3 – Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Mattel’s financial assets and liabilities include the following:
| December 31, 2011 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (In thousands) | ||||||||||||||||
|
Assets: |
||||||||||||||||
|
Foreign currency forward exchange contracts (a) |
$ | — | $ | 31,896 | $ | — | $ | 31,896 | ||||||||
|
Auction rate securities (b) |
— | — | 15,630 | 15,630 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total assets |
$ | — | $ | 31,896 | $ | 15,630 | $ | 47,526 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Liabilities: |
||||||||||||||||
|
Foreign currency forward exchange contracts (a) |
$ | — | $ | 4,312 | $ | — | $ | 4,312 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| December 31, 2010 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (In thousands) | ||||||||||||||||
|
Assets: |
||||||||||||||||
|
Foreign currency forward exchange contracts (a) |
$ | — | $ | 17,578 | $ | — | $ | 17,578 | ||||||||
|
Auction rate securities (b) |
— | — | 21,000 | 21,000 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total assets |
$ | — | $ | 17,578 | $ | 21,000 | $ | 38,578 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Liabilities: |
||||||||||||||||
|
Foreign currency forward exchange contracts (a) |
$ | — | $ | 11,183 | $ | — | $ | 11,183 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) | The fair value of the foreign currency forward exchange contracts is based on dealer quotes of market forward rates and reflects the amount that Mattel would receive or pay at their maturity dates for contracts involving the same notional amounts, currencies, and maturity dates. |
| (b) | The fair value of the auction rate securities is estimated using a discounted cash flow model based on (i) estimated interest rates, timing, and amount of cash flows, (ii) credit spreads, recovery rates, and credit quality of the underlying securities, and (iii) illiquidity considerations. |
The following table presents information about Mattel’s assets measured and reported at fair value on a recurring basis using significant Level 3 inputs:
| Level 3 | ||||
| (In thousands) | ||||
|
Balance at December 31, 2009 |
$ | — | ||
|
Transfers to Level 3 |
21,000 | |||
|
|
|
|||
|
Balance at December 31, 2010 |
21,000 | |||
|
Unrealized losses |
(5,370 | ) | ||
|
|
|
|||
|
Balance at December 31, 2011 |
$ | 15,630 | ||
|
|
|
|||
During 2010, Mattel adopted ASU 2010-11, Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives, and elected the fair value option under this standard, which resulted in an $8.7 million, net of tax, adjustment to beginning retained earnings relating to auction rate securities that contain embedded credit derivatives, that were previously reported at amortized cost. The unrealized losses recognized during 2011 relating to these auction rate securities are reflected within other non-operating expense in the consolidated statements of operations.
Non-Recurring Fair Value Measurements
Mattel tests its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable or that the carrying value may exceed its fair value. During 2010, the right to license a certain product line was not renewed resulting in a reduction of its estimated useful life. As a result, Mattel recognized an impairment charge of approximately $8 million, which reduced the value of the intangible asset to approximately $1 million. This intangible asset was fully amortized by the end of 2010. In addition, certain leasehold improvements were fully impaired during 2010, resulting in an impairment charge of approximately $8 million.
During 2009, Mattel fully impaired certain intangible assets relating to product lines that were discontinued, resulting in an impairment charge of approximately $4 million. In addition, during 2009, Mattel recognized an impairment charge of approximately $6 million related to a nonamortizable intangible asset, which reduced the value of the intangible asset to approximately $9 million.
These impairment charges are reflected within other selling and administrative expenses in the consolidated statements of operations. The estimated fair values of the long-lived assets described above were based on discounted cash flow analyses using Level 3 inputs.
During 2011, 2010, and 2009, Mattel did not have any other assets or liabilities measured and reported at fair value on a non-recurring basis in periods subsequent to initial recognition.
Other Financial Instruments
Mattel’s financial instruments include cash and equivalents, accounts receivable and payable, short-term borrowings, and accrued liabilities. The carrying value of these instruments approximates fair value because of their short-term nature.
The estimated fair value of Mattel’s long-term debt, including the current portion, is $1.63 billion (compared to a carrying value of $1.55 billion) as of December 31, 2011 and $1.23 billion (compared to a carrying value of $1.20 billion) as of December 31, 2010. The estimated fair value has been calculated based on broker quotes or rates for the same or similar instruments.
|
|||
Note 13—Commitments and Contingencies
Leases
Mattel routinely enters into noncancelable lease agreements for premises and equipment used in the normal course of business. Certain of these leases include escalation clauses that adjust rental expense to reflect changes in price indices, as well as renewal options. In addition to minimum rental payments, certain of Mattel’s leases require additional payments to reimburse the lessors for operating expenses such as real estate taxes, maintenance, utilities, and insurance. Rental expense is recorded on a straight-line basis, including escalating minimum payments. The American Girl Place® leases in Chicago, Illinois, New York, New York, and Los Angeles, California and American Girl® store leases in Dallas, Texas, Alpharetta, Georgia, Natick, Massachusetts, Bloomington, Minnesota, Lone Tree, Colorado, Overland Park, Kansas, McLean, Virginia, Lynnwood, Washington, and Chesterfield, Missouri also contain provisions for additional rental payments based on a percentage of the sales of each store after reaching certain sales benchmarks. Contingent rental expense is recorded in the period in which the contingent event becomes probable. During 2011, 2010, and 2009, contingent rental expense was not material. The following table shows the future minimum obligations under lease commitments in effect at December 31, 2011:
| Capitalized Leases |
Operating Leases |
|||||||
| (In thousands) | ||||||||
|
2012 |
$ | 294 | $ | 85,950 | ||||
|
2013 |
294 | 70,941 | ||||||
|
2014 |
294 | 57,269 | ||||||
|
2015 |
294 | 48,850 | ||||||
|
2016 |
294 | 45,914 | ||||||
|
Thereafter |
910 | 163,849 | ||||||
|
|
|
|
|
|||||
| $ | 2,380 | (a) | $ | 472,773 | ||||
|
|
|
|
|
|||||
| (a) | Includes $0.6 million of imputed interest. |
Rental expense under operating leases amounted to $113.3 million, $117.8 million, and $121.9 million for 2011, 2010, and 2009, respectively, net of sublease income of $0.9 million, $0.5 million, and $0.1 million in 2011, 2010, and 2009, respectively.
Commitments
In the normal course of business, Mattel enters into contractual arrangements to obtain and protect Mattel’s right to create and market certain products, and for future purchases of goods and services to ensure availability and timely delivery. Such arrangements include royalty payments pursuant to licensing agreements and commitments primarily for future inventory purchases. Certain of these commitments routinely contain provisions for guarantees or minimum expenditures during the term of the contracts. Current and future commitments for guaranteed payments reflect Mattel’s focus on expanding its product lines through alliances with businesses in other industries.
Licensing and similar agreements in effect at December 31, 2011 contain provisions for future minimum payments as shown in the following table:
| Licensing and Similar Agreements |
||||
| (In thousands) | ||||
|
2012 |
$ | 55,170 | ||
|
2013 |
100,000 | |||
|
2014 |
83,943 | |||
|
2015 |
60,937 | |||
|
2016 |
13,704 | |||
|
Thereafter |
254 | |||
|
|
|
|||
| $ | 314,008 | |||
|
|
|
|||
Royalty expense for 2011, 2010, and 2009 was $262.4 million, $245.9 million, and $188.5 million, respectively.
The following table shows the future minimum obligations for purchases of inventory, other assets, and services at December 31, 2011:
| Other Purchase Obligations |
||||
| (In thousands) | ||||
|
2012 |
$ | 356,117 | ||
|
2013 |
16,766 | |||
|
2014 |
15,480 | |||
|
2015 |
13,983 | |||
|
2016 |
3,336 | |||
|
|
|
|||
| $ | 405,682 | |||
|
|
|
|||
Insurance
Mattel has a wholly owned subsidiary, Far West Insurance Company, Ltd. (“Far West”), that was established to insure Mattel’s workers’ compensation, general, automobile, product liability, and foreign property risks. Far West insures the first $1.0 million per occurrence for workers’ compensation risks, the first $0.5 million for general and automobile liability risks, the first $2.0 million per occurrence and $2.0 million per year for product liability risks, and $0.5 million per occurrence for foreign property risks. Various insurance companies, that have an “A” or better AM Best rating at the time the policies are purchased, reinsure Mattel’s risk in excess of the amounts insured by Far West. Mattel’s liability for reported and incurred but not reported claims at December 31, 2011 and 2010 totaled $16.3 million and $16.9 million, respectively, and is included in other noncurrent liabilities. Loss reserves are accrued based on Mattel’s estimate of the aggregate liability for claims incurred.
Litigation
With regards to the claims against Mattel described below, Mattel intends to defend itself vigorously. Management cannot reasonably determine the scope or amount of possible liabilities that could result from an unfavorable settlement or resolution of these claims, and no reserves for these claims have been established as of December 31, 2011. However, it is possible that an unfavorable resolution of these claims could have a material adverse effect on Mattel’s financial condition and results of operations, and there can be no assurance that Mattel will be able to achieve a favorable settlement or resolution of these claims.
Litigation Related to Carter Bryant and MGA Entertainment, Inc.
In April 2004, Mattel filed a lawsuit in Los Angeles County Superior Court against Carter Bryant (“Bryant”), a former Mattel design employee. The suit alleges that Bryant aided and assisted a Mattel competitor, MGA Entertainment, Inc. (“MGA”), during the time he was employed by Mattel, in violation of his contractual and other duties to Mattel. In September 2004, Bryant asserted counterclaims against Mattel, including counterclaims in which Bryant sought, as a putative class action representative, to invalidate Mattel’s Confidential Information and Proprietary Inventions Agreements with its employees. Bryant also removed Mattel’s suit to the United States District Court for the Central District of California. In December 2004, MGA intervened as a party-defendant in Mattel’s action against Bryant, asserting that its rights to Bratz properties are at stake in the litigation.
Separately, in November 2004, Bryant filed an action against Mattel in the United States District Court for the Central District of California. The action sought a judicial declaration that Bryant’s purported conveyance of rights in Bratz was proper and that he did not misappropriate Mattel property in creating Bratz.
In April 2005, MGA filed suit against Mattel in the United States District Court for the Central District of California. MGA’s action alleges claims of trade dress infringement, trade dress dilution, false designation of origin, unfair competition, and unjust enrichment. The suit alleges, among other things, that certain products, themes, packaging, and/or television commercials in various Mattel product lines have infringed upon products, themes, packaging, and/or television commercials for various MGA product lines, including Bratz. The complaint also asserts that various alleged Mattel acts with respect to unidentified retailers, distributors, and licensees have damaged MGA and that various alleged acts by industry organizations, purportedly induced by Mattel, have damaged MGA. MGA’s suit alleges that MGA has been damaged in an amount “believed to reach or exceed tens of millions of dollars” and further seeks punitive damages, disgorgement of Mattel’s profits and injunctive relief.
In June 2006, the three cases were consolidated in the United States District Court for the Central District of California. On July 17, 2006, the Court issued an order dismissing all claims that Bryant had asserted against Mattel, including Bryant’s purported counterclaims to invalidate Mattel’s Confidential Information and Proprietary Inventions Agreements with its employees, and Bryant’s claims for declaratory relief.
In November 2006, Mattel asked the Court for leave to file an Amended Complaint that included not only additional claims against Bryant, but also included claims for copyright infringement, RICO violations, misappropriation of trade secrets, intentional interference with contract, aiding and abetting breach of fiduciary duty and breach of duty of loyalty, and unfair competition, among others, against MGA, its CEO Isaac Larian, certain MGA affiliates and an MGA employee. The RICO claim alleged that MGA stole Bratz and then, by recruiting and hiring key Mattel employees and directing them to bring with them Mattel confidential and proprietary information, unfairly competed against Mattel using Mattel’s trade secrets, confidential information, and key employees to build their business. On January 12, 2007, the Court granted Mattel leave to file these claims as counterclaims in the consolidated cases, which Mattel did that same day.
Mattel sought to try all of its claims in a single trial, but in February 2007, the Court decided that the consolidated cases would be tried in two phases, with the first trial to determine claims and defenses related to Mattel’s ownership of Bratz works and whether MGA infringed those works. On May 19, 2008, Bryant reached a settlement agreement with Mattel and is no longer a defendant in the litigation. In the public stipulation entered by Mattel and Bryant in connection with the resolution, Bryant agreed that he was and would continue to be bound by all prior and future Court Orders relating to Bratz ownership and infringement, including the Court’s summary judgment rulings.
The first phase of the first trial, which began on May 27, 2008, resulted in a unanimous jury verdict on July 17, 2008 in favor of Mattel. The jury found that almost all of the Bratz design drawings and other works in question were created by Bryant while he was employed at Mattel; that MGA and Isaac Larian intentionally interfered with the contractual duties owed by Bryant to Mattel, aided and abetted Bryant’s breaches of his duty of loyalty to Mattel, aided and abetted Bryant’s breaches of the fiduciary duties he owed to Mattel, and converted Mattel property for their own use. The same jury determined that defendants MGA, Larian, and MGA Entertainment (HK) Limited infringed Mattel’s copyrights in the Bratz design drawings and other Bratz works, and awarded Mattel total damages of approximately $100 million against the defendants. On December 3, 2008, the Court issued a series of orders rejecting MGA’s equitable defenses and granting Mattel’s motions for equitable relief, including an order enjoining the MGA party defendants from manufacturing, marketing, or selling certain Bratz fashion dolls or from using the “Bratz” name. The Court stayed the effect of the December 3, 2008 injunctive orders until further order of the Court and entered a further specified stay of the injunctive orders on January 7, 2009.
The parties filed and argued additional motions for post-trial relief, including a request by MGA to enter judgment as a matter of law on Mattel’s claims in MGA’s favor and to reduce the jury’s damages award to Mattel. Mattel additionally moved for the appointment of a receiver. On April 27, 2009, the Court entered an order confirming that Bratz works found by the jury to have been created by Bryant during his Mattel employment were Mattel’s property and that hundreds of Bratz female fashion dolls infringe Mattel’s copyrights. The Court also upheld the jury’s award of damages in the amount of $100 million and ordered an accounting of post-trial Bratz sales. The Court further vacated the stay of the December 3, 2008 orders, except to the extent specified by the Court’s January 7, 2009 modification.
MGA appealed the Court’s equitable orders to the Court of Appeals for the Ninth Circuit. On December 9, 2009, the Ninth Circuit heard oral argument on MGA’s appeal and issued an order staying the District Court’s equitable orders pending a further order to be issued by the Ninth Circuit. The Ninth Circuit opinion vacating the relief ordered by the District Court was issued on July 22, 2010. The Ninth Circuit stated that, because of several jury instruction errors it identified, a significant portion—if not all—of the jury verdict and damage award should be vacated.
In its opinion, the Ninth Circuit found that the District Court erred in concluding that Mattel’s Invention agreement unambiguously applied to “ideas;” that it should have considered extrinsic evidence in determining the application of the agreement; and if the conclusion turns on conflicting evidence, it should have been up to the jury to decide. The Ninth Circuit also concluded that the District Judge erred in transferring the entire brand to Mattel based on misappropriated names and that the Court should have submitted to the jury, rather than deciding itself, whether Bryant’s agreement assigned works created outside the scope of his employment and whether Bryant’s creation of the Bratz designs and sculpt was outside of his employment. The Court then went on to address copyright issues which would be raised after a retrial, since Mattel “might well convince a properly instructed jury” that it owns Bryant’s designs and sculpt. The Ninth Circuit stated that the sculpt itself was entitled only to “thin” copyright protection against virtually identical works, while the Bratz sketches were entitled to “broad” protection against substantially similar works; in applying the broad protection, however, the Ninth Circuit found that the lower court had erred in failing to filter out all of the unprotectable elements of Bryant’s sketches. This mistake, the Court said, caused the lower court to conclude that all Bratz dolls were substantially similar to Bryant’s original sketches.
Judge Stephen Larson, who presided over the first trial, retired from the bench during the course of the appeal, and the case was transferred to Judge David O. Carter. After the transfer, Judge Carter granted Mattel leave to file a Fourth Amended Answer and Counterclaims which focused on RICO, trade secret and other claims, and added additional parties, and subsequently granted in part and denied in part a defense motion to dismiss those counterclaims. Later, on August 16, 2010, MGA asserted several new claims against Mattel in response to Mattel’s Fourth Amended Answer and Counterclaims, including claims for alleged trade secret misappropriation, an alleged violation of RICO, and wrongful injunction. Mattel moved to strike and/or dismiss these claims, as well as certain MGA allegations regarding Mattel’s motives for filing suit. The Court granted that motion as to the wrongful injunction claim, which it dismissed with prejudice, and as to the allegations about Mattel’s motives, which it struck. The Court denied the motion as to MGA’s trade secret misappropriation claim and its claim for violations of RICO.
The Court resolved summary judgment motions in late 2010. Among other rulings, the Court dismissed both parties’ RICO claims; dismissed Mattel’s claim for breach of fiduciary duty and portions of other claims as “preempted” by the trade secrets act; dismissed MGA’s trade dress infringement claims; dismissed MGA’s unjust enrichment claim; dismissed MGA’s common law unfair competition claim; and dismissed portions of Mattel’s copyright infringement claim as to “later generation” Bratz dolls.
Trial of all remaining claims began in early January 2011. During the trial, and before the case was submitted to the jury, the Court granted MGA’s motions for judgment as to Mattel’s claims for aiding and abetting breach of duty of loyalty and conversion. The Court also granted a defense motion for judgment on portions of Mattel’s claim for misappropriation of trade secrets relating to thefts by former Mattel employees located in Mexico.
The jury reached verdicts on the remaining claims in April 2011. In those verdicts, the jury ruled against Mattel on its claims for ownership of Bratz-related works, for copyright infringement, and for misappropriation of trade secrets. The jury ruled for MGA on its claim of trade secret misappropriation as to 26 of its claimed trade secrets and awarded $88.5 million in damages. The jury ruled against MGA as to 88 of its claimed trade secrets. The jury found that Mattel’s misappropriation was willful and malicious.
In early August 2011, the Court ruled on post-trial motions. The Court rejected MGA’s unfair competition claims and also rejected Mattel’s equitable defenses to MGA’s misappropriation of trade secrets claim. The Court reduced the jury’s damages award of $88.5 million to $85.0 million. The Court awarded MGA an additional $85.0 million in punitive damages and approximately $140 million in attorney’s fees and costs. The Court entered a judgment which totals approximately $310 million in favor of MGA.
Mattel has appealed the judgment, and expects to file its opening appeal brief by February 27, 2012. Mattel does not believe that it is probable that any of the damages awarded to MGA will be sustained based on the evidence presented at trial and, accordingly, a liability has not been accrued for this matter.
In February 2011, MGA commenced litigation in the United States District Court for the Central District of California alleging that Mattel’s conduct in response to MGA’s sale of Bratz violated both a federal antitrust statute and the California Business & Professions Code, and constituted abuse of process under California law. On October 20, 2011, the Court granted Mattel’s motion to dismiss MGA’s claims on the grounds, among others, that they are barred by the doctrine of res judicata and should have been brought in the prior proceeding. The Court gave MGA leave to file an amended complaint in compliance with its Order.
On November 10, 2011, MGA filed a first amended complaint which included a single claim for alleged violations of a federal antitrust statute. Mattel has filed a motion to dismiss MGA’s amended complaint, on the grounds, among others, that it continues to be barred by the doctrine of res judicata. Mattel believes this complaint is without merit and intends to vigorously defend against it.
|
|||
Note 14—Segment Information
Description of Segments
Mattel’s operating segments are separately managed business units and are divided on a geographic basis between domestic and international. Mattel’s domestic operating segments include:
Mattel Girls & Boys Brands—including Barbie® fashion dolls and accessories (“Barbie®”), Polly Pocket®, Little Mommy®, Disney Classics®, and Monster High® (collectively “Other Girls Brands”), Hot Wheels®, Matchbox®, and Tyco R/C® vehicles and play sets (collectively “Wheels”), and CARS®, Radica®, Toy Story®, Max Steel®, WWE® Wrestling, and Batman®, and games and puzzles (collectively “Entertainment”).
Fisher-Price Brands—including Fisher-Price®, Little People®, BabyGear™, Imaginext® and View-Master® (collectively “Core Fisher-Price®”), Dora the Explorer®, Go Diego Go!®, Thomas and Friends®, Mickey Mouse® Clubhouse, Sing-a-ma-jigs®, and See ‘N Say® (collectively “Fisher-Price® Friends”), and Power Wheels®.
American Girl Brands—including My American Girl®, the historical collection, and Bitty Baby®. American Girl Brands products are sold directly to consumers via its catalogue, website, and proprietary retail stores. Its children’s publications are also sold to certain retailers.
Additionally, the International segment sells products in all toy categories, except American Girl Brands.
Segment Data
The following tables present information about revenues, income, and assets by segment. Mattel does not include sales adjustments such as trade discounts and other allowances in the calculation of segment revenues (referred to as “gross sales”). Mattel records these adjustments in its financial accounting systems at the time of sale to each customer, but the adjustments are not allocated to individual products. For this reason, Mattel’s chief operating decision maker uses gross sales by segment as one of the metrics to measure segment performance. Such sales adjustments are included in the determination of segment income from operations based on the adjustments recorded in the financial accounting systems. Segment income from operations represents operating income, while consolidated income from operations represents income from operations before income taxes as reported in the consolidated statements of operations. The corporate and other category includes costs not allocated to individual segments, including charges related to incentive compensation, share-based payments, and corporate headquarters functions managed on a worldwide basis, and the impact of changes in foreign currency rates on intercompany transactions.
| For the Year | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Revenues |
||||||||||||
|
Domestic: |
||||||||||||
|
Mattel Girls & Boys Brands US |
$ | 1,775,954 | $ | 1,626,407 | $ | 1,402,224 | ||||||
|
Fisher-Price Brands US |
1,293,780 | 1,352,729 | 1,310,886 | |||||||||
|
American Girl Brands |
510,936 | 486,644 | 462,899 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Total Domestic |
3,580,670 | 3,465,780 | 3,176,009 | |||||||||
|
International |
3,260,417 | 2,920,830 | 2,758,315 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Gross sales |
6,841,087 | 6,386,610 | 5,934,324 | |||||||||
|
Sales adjustments |
(575,050 | ) | (530,415 | ) | (503,478 | ) | ||||||
|
|
|
|
|
|
|
|||||||
|
Net sales |
$ | 6,266,037 | $ | 5,856,195 | $ | 5,430,846 | ||||||
|
|
|
|
|
|
|
|||||||
|
Segment Income |
||||||||||||
|
Domestic: |
||||||||||||
|
Mattel Girls & Boys Brands US |
$ | 483,530 | $ | 409,445 | $ | 293,366 | ||||||
|
Fisher-Price Brands US |
161,652 | 222,046 | 231,855 | |||||||||
|
American Girl Brands |
113,058 | 112,923 | 103,446 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Total Domestic |
758,240 | 744,414 | 628,667 | |||||||||
|
International |
619,278 | 531,003 | 422,505 | |||||||||
|
|
|
|
|
|
|
|||||||
| 1,377,518 | 1,275,417 | 1,051,172 | ||||||||||
|
Corporate and other expense (a) |
(336,417 | ) | (373,515 | ) | (320,004 | ) | ||||||
|
|
|
|
|
|
|
|||||||
|
Operating income |
1,041,101 | 901,902 | 731,168 | |||||||||
|
Interest expense |
75,332 | 64,839 | 71,843 | |||||||||
|
Interest (income) |
(8,093 | ) | (8,434 | ) | (8,083 | ) | ||||||
|
Other non-operating expense (income), net |
3,189 | (1,328 | ) | 7,361 | ||||||||
|
|
|
|
|
|
|
|||||||
|
Income before income taxes |
$ | 970,673 | $ | 846,825 | $ | 660,047 | ||||||
|
|
|
|
|
|
|
|||||||
| (a) |
Corporate and other expense includes (i) incentive compensation expense of $75.3 million, $106.7 million, and $96.6 million for 2011, 2010, and 2009, respectively, (ii) $14.9 million, $21.0 million, and $31.5 million of charges related to severance and other termination-related costs for 2011, 2010, and 2009, respectively, (iii) share-based compensation expense of $53.5 million, $67.1 million, and $50.0 million for 2011, 2010, and 2009, respectively, (iv) charges to establish a legal settlement reserve for product liability-related litigation totaling $27.4 million for 2009, a reduction to the legal settlement reserve of $8.7 million for 2010, and benefits from insurance recoveries of costs incurred in connection with product liability-related litigation of $4.8 million and $6.0 million for 2010 and 2009, respectively, (v) legal fees associated with the product recall-related litigation, (vi) $7.5 million Gunther-Wahl Productions legal settlement for 2011, and (vii) legal fees associated with MGA litigation matters. |
| For the Year | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Depreciation/Amortization |
||||||||||||
|
Domestic: |
||||||||||||
|
Mattel Girls & Boys Brands US |
$ | 38,083 | $ | 38,978 | $ | 38,804 | ||||||
|
Fisher-Price Brands US |
27,313 | 26,653 | 27,632 | |||||||||
|
American Girl Brands |
15,011 | 13,182 | 13,032 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Total Domestic |
80,407 | 78,813 | 79,468 | |||||||||
|
International |
64,306 | 64,998 | 64,908 | |||||||||
|
|
|
|
|
|
|
|||||||
| 144,713 | 143,811 | 144,376 | ||||||||||
|
Corporate and other |
16,585 | 21,997 | 25,454 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization |
$ | 161,298 | $ | 165,808 | $ | 169,830 | ||||||
|
|
|
|
|
|
|
|||||||
Segment assets are comprised of accounts receivable and inventories, net of applicable reserves and allowances.
| December 31, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Assets |
||||||||
|
Domestic: |
||||||||
|
Mattel Girls & Boys Brands US |
$ | 384,439 | $ | 380,998 | ||||
|
Fisher-Price Brands US |
308,894 | 322,134 | ||||||
|
American Girl Brands |
72,606 | 67,435 | ||||||
|
|
|
|
|
|||||
|
Total Domestic |
765,939 | 770,567 | ||||||
|
International |
861,741 | 779,875 | ||||||
|
|
|
|
|
|||||
| 1,627,680 | 1,550,442 | |||||||
|
Corporate and other |
106,007 | 59,502 | ||||||
|
|
|
|
|
|||||
|
Accounts receivable and inventories, net |
$ | 1,733,687 | $ | 1,609,944 | ||||
|
|
|
|
|
|||||
Mattel sells a broad variety of toy products, which are grouped into three major categories: Mattel Girls & Boys Brands, Fisher-Price Brands, and American Girl Brands. The table below presents worldwide revenues by category:
| For the Year | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
| (In thousands) | ||||||||||||
|
Worldwide Revenues |
||||||||||||