Document and Entity Information(USD $)
12 Months Ended
Dec. 31, 2011
Feb. 16, 2012
Jun. 30, 2011
Document Information [Line Items]
Document Type
10-K
Amendment Flag
false
Document Period End Date
Dec. 31, 2011
Document Fiscal Year Focus
2011
Document Fiscal Period Focus
FY
Trading Symbol
MAT
Entity Registrant Name
MATTEL INC /DE/
Entity Central Index Key
0000063276
Current Fiscal Year End Date
--12-31
Entity Well-known Seasoned Issuer
Yes
Entity Current Reporting Status
Yes
Entity Voluntary Filers
No
Entity Filer Category
Large Accelerated Filer
Entity Common Stock, Shares Outstanding
338,998,144
Entity Public Float
$9,463,557,552
Consolidated Balance Sheets(USD $)
In Thousands, unless otherwise specified
Dec. 31, 2011
Dec. 31, 2010
Current Assets
Cash and equivalents
$1,369,113
$1,281,123
Accounts receivable, less allowance of $26.3 million and 21.8 million in 2011 and 2010, respectively
1,246,687
1,146,106
Inventories
487,000
463,838
Prepaid expenses and other current assets
340,907
335,543
Total current assets
3,443,707
3,226,610
Property, plant, and equipment, net
523,941
484,705
Goodwill
822,139
824,007
Other noncurrent assets
881,851
882,411
Total Assets
5,671,638
5,417,733
Current Liabilities
Short-term borrowings
8,018
Current portion of long-term debt
50,000
250,000
Accounts payable
334,999
406,270
Accrued liabilities
618,801
642,211
Income taxes payable
27,110
51,801
Total current liabilities
1,038,928
1,350,282
Noncurrent Liabilities
Long-term debt
1,500,000
950,000
Other noncurrent liabilities
522,107
488,867
Total noncurrent liabilities
2,022,107
1,438,867
Commitments and Contingencies (See Note 13)
  
  
Stockholders' Equity
Common stock $1.00 par value, 1.0 billion shares authorized; 441.4 million shares issued
441,369
441,369
Additional paid-in capital
1,690,405
1,706,461
Treasury stock at cost; 104.4 million shares and 92.3 million shares in 2011 and 2010, respectively
(2,242,522)
(1,880,692)
Retained earnings
3,167,996
2,720,645
Accumulated other comprehensive loss
(446,645)
(359,199)
Total stockholders' equity
2,610,603
2,628,584
Total Liabilities and Stockholders' Equity
$5,671,638
$5,417,733
Consolidated Balance Sheets (Parenthetical)(USD $)
In Millions, except Per Share data, unless otherwise specified
Dec. 31, 2011
Dec. 31, 2010
Accounts receivable, allowance
$26.3
$21.8
Common stock, par value
$1.00
$1.00
Common stock, shares authorized
1,000
1,000
Common stock, shares issued
441.4
441.4
Treasury stock, shares
104.4
92.3
Consolidated Statements of Operations(USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Net sales
$6,266,037
$5,856,195
$5,430,846
Cost of sales
3,120,211
2,901,222
2,716,149
Gross Profit
3,145,826
2,954,973
2,714,697
Advertising and promotion expenses
699,247
647,270
609,753
Other selling and administrative expenses
1,405,478
1,405,801
1,373,776
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
Provision for income taxes
202,165
161,962
131,343
Net Income
$768,508
$684,863
$528,704
Net income per common share-basic
$2.20
$1.88
$1.45
Weighted average number of common shares
344,669
360,615
360,085
Net income per common share-diluted
$2.18
$1.86
$1.45
Weighted average number of common and potential common shares
348,424
364,570
361,510
Dividends declared per common share
$0.92
$0.83
$0.75
Consolidated Statements of Cash Flows(USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Cash Flows From Operating Activities:
Net income
$768,508
$684,863
$528,704
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation
147,458
149,977
152,065
Amortization
13,840
15,831
17,765
Asset impairments
15,444
11,146
Deferred income taxes
49,368
(3,871)
(21,971)
Tax benefits from share-based payment arrangements
(24,199)
(7,530)
(36,726)
Share-based compensation
53,476
67,138
49,962
(Decrease) increase from changes in assets and liabilities:
Accounts receivable
(175,526)
(394,688)
154,909
Inventories
(40,015)
(106,182)
137,072
Prepaid expenses and other current assets
(22,689)
(5,464)
(5,350)
Accounts payable, accrued liabilities, and income taxes payable
(87,021)
109,061
(10,472)
Other, net
(18,507)
3,391
(32,063)
Net cash flows from operating activities
664,693
527,970
945,041
Cash Flows From Investing Activities:
Purchases of tools, dies, and molds
(102,193)
(81,405)
(76,994)
Purchases of other property, plant, and equipment
(88,721)
(55,249)
(43,493)
Payments for intangible assets acquired
(2,005)
(15,761)
(3,299)
Proceeds (payments) from foreign currency forward exchange contracts
16,432
(7,322)
15,774
Proceeds from sale of investments
10,549
73,132
Proceeds from sale of other property, plant, and equipment
1,983
2,538
1,351
Net cash flows used for investing activities
(174,504)
(146,650)
(33,529)
Cash Flows From Financing Activities:
Payments of short-term borrowings
(236,811)
(7,404)
(451,815)
Proceeds from short-term borrowings
244,829
5,454
453,090
Payments of long-term borrowings
(250,000)
(50,000)
(150,000)
Net proceeds from long-term borrowings
591,801
493,175
Payment of credit facility renewal costs
(6,917)
(11,452)
Share repurchases
(524,009)
(446,704)
Payment of dividends on common stock
(316,503)
(291,256)
(271,353)
Proceeds from exercise of stock options
115,611
73,364
30,896
Tax benefits from share-based payment arrangements
24,199
7,530
36,726
Other, net
(39,508)
(8,975)
(12,182)
Net cash flows used for financing activities
(397,308)
(224,816)
(376,090)
Effect of Currency Exchange Rate Changes on Cash
(4,891)
7,622
(36,119)
Increase in Cash and Equivalents
87,990
164,126
499,303
Cash and Equivalents at Beginning of Year
1,281,123
1,116,997
617,694
Cash and Equivalents at End of Year
1,369,113
1,281,123
1,116,997
Cash paid during the year for:
Income taxes, gross
173,625
149,327
131,333
Interest
$76,502
$53,023
$69,503
Consolidated Statements of Stockholders' Equity(USD $)
In Thousands, unless otherwise specified
Total
Common Stock
Additional Paid-In Capital
Treasury Stock
Retained Earnings
Accumulated Other Comprehensive (Loss) Income
Beginning Balance at Dec. 31, 2008
$2,117,135
$441,369
$1,642,092
$(1,621,264)
$2,085,573
$(430,635)
Comprehensive income:
Net income
528,704
528,704
Change in net unrealized gains/losses on derivative instruments, net of tax
(19,805)
(19,805)
Defined benefit pension plans, net prior service cost, and net actuarial loss, net of tax
18,696
18,696
Currency translation adjustments
52,210
52,210
Comprehensive income
579,805
528,704
51,101
Issuance of treasury stock for stock option exercises
30,896
(17,219)
48,115
Other issuance of treasury stock
(209)
209
Restricted stock units
(8,092)
(26,658)
18,566
Deferred compensation
(995)
(672)
(323)
Share-based compensation
49,962
49,962
Tax benefits from share-based payment arrangements
36,726
36,726
Dividend equivalents for restricted stock units
(3,095)
(3,095)
Dividends
(271,353)
(271,353)
Ending Balance at Dec. 31, 2009
2,530,989
441,369
1,684,694
(1,555,046)
2,339,506
(379,534)
Comprehensive income:
Net income
684,863
684,863
Change in net unrealized gains/losses on derivative instruments, net of tax
11,749
11,749
Defined benefit pension plans, net prior service cost, and net actuarial loss, net of tax
7,703
7,703
Currency translation adjustments
883
883
Comprehensive income
705,198
684,863
20,335
Purchase of treasury stock
(446,704)
(446,704)
Issuance of treasury stock for stock option exercises
73,364
(20,623)
93,987
Other issuance of treasury stock
100
15
85
Restricted stock units
(10,547)
(32,293)
21,746
Deferred compensation
4,814
5,240
(426)
Share-based compensation
67,138
67,138
Tax benefits from share-based payment arrangements
7,530
7,530
Dividend equivalents for restricted stock units
(3,342)
(3,342)
Dividends
(291,256)
(291,256)
Adjustment for adoption of ASU 2010-11, net of tax
(8,700)
(8,700)
Ending Balance at Dec. 31, 2010
2,628,584
441,369
1,706,461
(1,880,692)
2,720,645
(359,199)
Comprehensive income:
Net income
768,508
768,508
Change in net unrealized gains/losses on derivative instruments, net of tax
27,743
27,743
Defined benefit pension plans, net prior service cost, and net actuarial loss, net of tax
(38,084)
(38,084)
Currency translation adjustments
(77,105)
(77,105)
Comprehensive income
681,062
768,508
(87,446)
Purchase of treasury stock
(536,318)
(536,318)
Issuance of treasury stock for stock option exercises
115,611
(9,758)
125,369
Restricted stock units
(36,101)
(84,631)
48,530
Deferred compensation
150
589
(439)
Share-based compensation
53,476
53,476
Tax benefits from share-based payment arrangements
24,199
24,199
Dividend equivalents for restricted stock units
(3,557)
658
(4,215)
Dividends
(316,503)
(316,503)
Ending Balance at Dec. 31, 2011
$2,610,603
$441,369
$1,690,405
$(2,242,522)
$3,167,996
$(446,645)
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

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.

Goodwill and Other Intangibles
Goodwill and Other Intangibles

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)  

Balance at December 31, 2009

  $ 32,082      $ 130,737      $ 216,080      $ 207,571      $ 241,998      $ 828,468   

Impact of currency exchange rate changes

    (1,011     (79     (201            (3,170     (4,461
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2010

    31,071        130,658        215,879        207,571        238,828        824,007   

Impact of currency exchange rate changes

    (125     (9     (24            (1,710     (1,868
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

  $ 30,946      $ 130,649      $ 215,855      $ 207,571      $ 237,118      $ 822,139   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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   

Identifiable intangibles (net of amortization of $55.5 million and $64.2 million at December 31, 2011 and 2010, respectively)

     84,486         91,359   
  

 

 

    

 

 

 
   $ 206,709       $ 213,582   
  

 

 

    

 

 

 

 

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.

Income Taxes
Income Taxes

Note 3—Income Taxes

Consolidated pre-tax income consists of the following:

 

     For the Year  
     2011      2010      2009  
     (In thousands)  

US operations

   $ 169,706       $ 124,160       $ 107,593   

Foreign operations

     800,967         722,665         552,454   
  

 

 

    

 

 

    

 

 

 
   $ 970,673       $ 846,825       $ 660,047   
  

 

 

    

 

 

    

 

 

 

The provision (benefit) for current and deferred income taxes consists of the following:

 

     For the Year  
     2011     2010     2009  
     (In thousands)  

Current

      

Federal

   $ 15,933      $ 14,057      $ 9,251   

State

     5,268        8,686        9,975   

Foreign

     131,596        143,090        134,088   
  

 

 

   

 

 

   

 

 

 
     152,797        165,833        153,314   
  

 

 

   

 

 

   

 

 

 

Deferred

      

Federal

     49,853        (10,894     564   

State

     (2,629     10,599        (8,828

Foreign

     2,144        (3,576     (13,707
  

 

 

   

 

 

   

 

 

 
     49,368        (3,871     (21,971
  

 

 

   

 

 

   

 

 

 

Provision for income taxes

   $ 202,165      $ 161,962      $ 131,343   
  

 

 

   

 

 

   

 

 

 

 

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)  

Tax credit carryforwards

   $ 124,404      $ 134,044   

Research and development expenses

     183,270        184,132   

Loss carryforwards

     54,351        54,747   

Allowances and reserves

     133,068        138,938   

Deferred compensation

     100,122        115,822   

Postretirement benefits

     76,587        63,707   

Other

     56,185        49,395   
  

 

 

   

 

 

 

Gross deferred income tax assets

     727,987        740,785   
  

 

 

   

 

 

 

Intangible assets

     (132,320     (116,919

Other

     (10,563     (8,649
  

 

 

   

 

 

 

Gross deferred income tax liabilities

     (142,883     (125,568
  

 

 

   

 

 

 

Deferred income tax asset valuation allowances

     (42,286     (44,917
  

 

 

   

 

 

 

Net deferred income tax assets

   $ 542,818      $ 570,300   
  

 

 

   

 

 

 

Net deferred income tax assets are reported in the consolidated balance sheets as follows:

 

     December 31,  
     2011     2010  
     (In thousands)  

Prepaid expenses and other current assets

   $ 110,422      $ 135,612   

Other noncurrent assets

     473,832        477,320   

Accrued liabilities

     (194     (319

Other noncurrent liabilities

     (41,242     (42,313
  

 

 

   

 

 

 
   $ 542,818      $ 570,300   
  

 

 

   

 

 

 

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
 
     (In millions)  

2012 – 2016

   $ 65.4       $ 72.7   

Thereafter

     2.2         46.1   

No expiration date

     72.8         5.6   
  

 

 

    

 

 

 

Total

   $ 140.4       $ 124.4   
  

 

 

    

 

 

 

 

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)  

Provision at US federal statutory rates

  $ 339,736      $ 296,389      $ 231,016   

(Decrease) increase resulting from:

     

Foreign earnings taxed at different rates, including withholding taxes

    (139,476     (138,352     (82,029

Foreign losses without income tax benefit

    2,883        5,398        6,148   

State and local taxes, net of US federal benefit

    4,833        12,535        5,486   

Adjustments to previously accrued taxes

    (6,800     (638     (28,840

Foreign tax credit benefit, net of cost to repatriate foreign earnings

           (16,200       

Other

    989        2,830        (438
 

 

 

   

 

 

   

 

 

 

Provision for income taxes

  $ 202,165      $ 161,962      $ 131,343   
 

 

 

   

 

 

   

 

 

 

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)  

Unrecognized tax benefits at January 1

   $ 252.6      $ 230.0      $ 80.3   

Increases for positions taken in current year

     13.5        14.8        9.4   

Increases for positions taken in a prior year

     2.3        14.9        194.3   

Decreases for positions taken in a prior year

     (1.0     (4.3     (30.2

Decreases for settlements with taxing authorities

     (1.4     (1.7     (23.0

Decreases for lapses in the applicable statute of limitations

     (3.4     (1.1     (0.8
  

 

 

   

 

 

   

 

 

 

Unrecognized tax benefits at December 31

   $ 262.6      $ 252.6      $ 230.0   
  

 

 

   

 

 

   

 

 

 

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.

Product Recalls and Withdrawals
Product Recalls and Withdrawals

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.

Restructuring Charges
Restructuring Charges

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   
  

 

 

   

 

 

   

 

 

 
Employee Benefit Plans
Employee Benefit Plans

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.

Seasonal Financing and Debt
Seasonal Financing and Debt

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   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
Stockholders' Equity
Stockholders' Equity

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
  

 

 

   

 

 

 
Share-Based Payments
Share-Based Payments

Note 9—Share-Based Payments

Mattel Stock Option Plans

In May 2010, Mattel’s stockholders approved the Mattel, Inc. 2010 Equity and Long-Term Compensation Plan (the “2010 Plan”). Upon approval of the 2010 Plan, Mattel terminated its 2005 Equity Compensation Plan (the “2005 Plan”), except with respect to grants then outstanding under the 2005 Plan. Outstanding RSU awards made under the 2005 Plan continue to vest pursuant to the terms of their respective grant agreements. Outstanding stock option grants under the 2005 Plan that have not expired or have not been terminated continue to be exercisable under the terms of their respective grant agreements. The terms of the 2010 Plan are substantially similar to the 2005 Plan.

Under the 2010 Plan, Mattel has the ability to grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, RSUs, dividend equivalent rights, performance awards, and shares of common stock to officers, employees, and other persons providing services to Mattel. Generally, options vest and become exercisable contingent upon the grantees’ continued employment or service with Mattel. Nonqualified stock options are granted at not less than 100% of the fair market value of Mattel’s common stock on the date of grant, expire no later than ten years from the date of grant, and vest on a schedule determined by the Compensation Committee of the Board of Directors, generally during a period of three years from the date of grant. In the event of a retirement of an employee aged 55 years or greater with 5 or more years of service, or the death or disability of an employee, that occurs in each case at least 6 months after the grant date, nonqualified stock options become fully vested. Similar provisions exist for non-employee directors. Time-vesting RSUs granted under the 2010 Plan are generally accompanied by dividend equivalent rights and generally vest over a period of three years from the date of grant. In the event of the involuntary termination of an employee aged 55 years or greater with 5 or more years of service, or the death or disability of an employee, that occurs at least 6 months after the grant date, RSUs become fully vested. The 2010 Plan also contains provisions regarding grants of equity compensation to the non-employee members of the Board of Directors. The 2010 Plan expires on March 25, 2020, except as to any grants then outstanding.

The number of shares of common stock available for grant under the 2010 Plan is subject to an aggregate limit of the sum of (i) 48 million shares, (ii) the number of shares that remained available for issuance under the 2005 Plan on May 12, 2010, and (iii) any shares subject to awards outstanding under the 2005 Plan that on or after May 12, 2010 are forfeited or otherwise terminate or expire without the issuance of shares to the holder of the award. The 2010 Plan is further subject to detailed share-counting rules. As a result of such share-counting rules, full-value grants such as grants of restricted stock or RSUs count against shares remaining available for grant at a higher rate than grants of stock options and stock appreciation rights. Each stock option or stock appreciation right grant is treated as using one available share for each share actually subject to such grant, whereas each restricted stock or RSU grant is treated as using three available shares for each share actually subject to such full-value grant. At December 31, 2011, there were approximately 38 million shares of common stock available for grant remaining under the 2010 Plan.

As of December 31, 2011, total unrecognized compensation cost related to unvested share-based payments totaled $70.6 million and is expected to be recognized over a weighted-average period of 2.0 years.

Stock Options

Mattel recognized compensation expense of $14.5 million, $13.4 million, and $13.0 million for stock options during 2011, 2010, and 2009, respectively, which is included within other selling and administrative expenses. Income tax benefits related to stock option compensation expense recognized in the consolidated statements of operations during 2011, 2010, and 2009 totaled $4.8 million, $4.3 million, and $4.4 million, respectively.

The fair value of options granted has been estimated 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. The weighted average grant date fair value of options granted during 2011, 2010, and 2009 was $5.76, $4.84, and $3.71, respectively. The following weighted average assumptions were used in determining the fair value of options granted:

 

     2011     2010     2009  

Expected life (in years)

     5.1        5.0        4.9   

Risk-free interest rate

     1.4     1.7     2.5

Volatility factor

     34.0     34.3     33.6

Dividend yield

     3.5     3.5     4.3

The following is a summary of stock option information and weighted average exercise prices for Mattel’s stock options:

 

     2011      2010      2009  
     Number     Weighted
Average
Exercise
Price
     Number     Weighted
Average
Exercise
Price
     Number     Weighted
Average
Exercise
Price
 
     (In thousands, except weighted average exercise price)  

Outstanding at January 1

     23,265      $ 19.48         25,285      $ 18.45         25,400      $ 18.15   

Granted

     2,211        26.38         3,097        21.52         3,708        17.57   

Exercised

     (5,977     19.34         (4,761     15.41         (2,450     12.61   

Forfeited

     (163     20.50         (232     19.29         (181     20.11   

Canceled

     (37     17.46         (124     17.73         (1,192     21.18   
  

 

 

      

 

 

      

 

 

   

Outstanding at December 31

     19,299      $ 20.30         23,265      $ 19.48         25,285      $ 18.45   
  

 

 

      

 

 

      

 

 

   

Exercisable at December 31

     14,359      $ 19.39         16,630      $ 19.30         18,601      $ 18.20   
  

 

 

      

 

 

      

 

 

   

The intrinsic value of a stock option is the amount by which the current market value of the underlying stock exceeds the exercise price of an option. The total intrinsic value of options exercised during 2011, 2010, and 2009 was $43.5 million, $34.6 million, and $12.4 million, respectively. At December 31, 2011, options outstanding had an intrinsic value of $144.0 million, with a weighted average remaining life of 5.6 years. At December 31, 2011, options exercisable had an intrinsic value of $120.3 million, with a weighted average remaining life of 4.4 years. At December 31, 2011, stock options vested or expected to vest totaled 18.8 million shares, with a total intrinsic value of $140.8 million, weighted average exercise price of $20.29, and weighted average remaining life of 5.5 years. During 2011, approximately 3 million stock options vested. The total grant date fair value of stock options vested during 2011, 2010, and 2009 was approximately $14 million, $12 million, and $13 million, respectively.

Mattel uses treasury shares purchased under its share repurchase program to satisfy stock option exercises. Cash received from stock options exercised during 2011, 2010, and 2009 was $115.6 million, $73.4 million, and $30.9 million, respectively.

Restricted Stock Units

RSUs are valued at the market value on the date of grant and the expense is evenly attributed to the periods in which the restrictions lapse, which is three years from the date of grant.

Compensation expense recognized related to grants of RSUs was $30.7 million, $34.2 million, and $31.7 million in 2011, 2010, and 2009, respectively, and is included within other selling and administrative expenses. Income tax benefits related to RSU compensation expense recognized in the consolidated statements of operations during 2011, 2010, and 2009 totaled $9.0 million, $10.3 million, and $9.5 million, respectively.

The following table summarizes the number and weighted average grant date fair value of Mattel’s unvested RSUs during the year:

 

     2011      2010      2009  
     Shares     Weighted
Average
Grant Date
Fair Value
     Shares     Weighted
Average
Grant Date
Fair Value
     Shares     Weighted
Average
Grant Date
Fair Value
 
     (In thousands, except weighted average grant date fair value)  

Unvested at January 1

     4,274      $ 19.49         4,449      $ 19.36         3,927      $ 21.03   

Granted

     1,663        26.38         1,643        21.58         2,113        17.41   

Vested

     (1,740     19.01         (1,598     21.45         (1,408     20.96   

Forfeited

     (465     21.53         (220     18.17         (183     20.53   
  

 

 

      

 

 

      

 

 

   

Unvested at December 31

     3,732      $ 22.53         4,274      $ 19.49         4,449      $ 19.36   
  

 

 

      

 

 

      

 

 

   

At December 31, 2011, total RSUs expected to vest totaled 3.5 million shares, with a weighted average grant date fair value of $22.55. The total grant date fair value of RSUs vested during 2011, 2010, and 2009 totaled $33.1 million, $34.3 million, and $29.5 million, respectively.

In addition to the expense and share amounts described above, Mattel recognized compensation expense of $8.3 million for performance RSUs granted in connection with its January 1, 2011–December 31, 2013 Long-Term Incentive Program, as more fully described in “Note 6 to the Consolidated Financial Statements—Employee Benefit Plans.” Mattel recognized compensation expense of $19.6 million and $5.3 million during 2010 and 2009, respectively, for performance RSUs granted in connection with its January 1, 2008–December 31, 2010 Long-Term Incentive Program, also more fully described in “Note 6 to the Consolidated Financial Statements—Employee Benefit Plans.” Income tax benefits related to performance RSU compensation expense recognized in the consolidated statements of operations during 2011, 2010, and 2009 totaled $3.1 million, $7.4 million, and $2.0 million, respectively.

Earnings Per Share
Earnings Per Share

Note 10—Earnings Per Share

Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per share pursuant to the two-class method. Certain of Mattel’s RSUs are considered participating securities because they contain nonforfeitable rights to dividend equivalents.

 

Under the two-class method, net income is reduced by the amount of dividends declared in the period for each class of common stock and participating securities. The remaining undistributed earnings are then allocated to common stock and participating securities as if all of the net income for the period had been distributed. Basic earnings per common share excludes dilution and is calculated by dividing net income allocable to common shares by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net income allocable to common shares by the weighted average number of common shares for the period, as adjusted for the potential dilutive effect of non-participating share-based awards. The following table reconciles earnings per common share:

 

     For the Year  
      2011     2010     2009  
     (In thousands, except per share
amounts)
 

Basic:

      

Net income

   $ 768,508      $ 684,863      $ 528,704   

Less net income allocable to participating RSUs

     (8,821     (7,912     (5,992
  

 

 

   

 

 

   

 

 

 

Net income available for basic common shares

   $ 759,687      $ 676,951      $ 522,712   
  

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding

     344,669        360,615        360,085   
  

 

 

   

 

 

   

 

 

 

Basic net income per common share

   $ 2.20      $ 1.88      $ 1.45   
  

 

 

   

 

 

   

 

 

 

Diluted:

      

Net income

   $ 768,508      $ 684,863      $ 528,704   

Less net income allocable to participating RSUs

     (8,765     (7,863     (5,981
  

 

 

   

 

 

   

 

 

 

Net income available for diluted common shares

   $ 759,743      $ 677,000      $ 522,723   
  

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding

     344,669        360,615        360,085   

Weighted average common equivalent shares arising from:

      

Dilutive stock options and non-participating RSUs

     3,755        3,955        1,425   
  

 

 

   

 

 

   

 

 

 

Weighted average number of common and potential common shares

     348,424        364,570        361,510   
  

 

 

   

 

 

   

 

 

 

Diluted net income per common share

   $ 2.18      $ 1.86      $ 1.45   
  

 

 

   

 

 

   

 

 

 

The calculation of potential common shares assumes the exercise of dilutive stock options and vesting of non-participating RSUs, net of assumed treasury share repurchases at average market prices. Nonqualified stock options totaling 1.0 million shares, 1.6 million shares, and 19.0 million shares were excluded from the calculation of diluted net income per common share for 2011, 2010, and 2009, respectively, because they were antidilutive.

Derivative Instruments
Derivative Instruments

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
contracts

  $ 3,955      $ (3,797   Non-operating income/expense

Foreign currency forward exchange
contracts

    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.

Fair Value Measurements
Fair Value Measurements

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.

Commitments and Contingencies
Commitments and Contingencies

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.

Segment Information
Segment Information

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