UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________

FORM 10-K

(Mark One)

☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the fiscal year ended			December 31, ~~2022~~2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number 001-05647

______________________________________________________

MATTEL, INC.

(Exact name of registrant as specified in its charter)


Delaware						95-1567322
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

333 Continental Blvd.

El Segundo, CA 90245-5012

(Address of principal executive offices)

Registrant's telephone number, including area code (310) 252-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $1.00 per share

MAT

The Nasdaq Global Select Market

______________________________________________________

Securities registered pursuant to Section 12(g) of the Act:

NONE

______________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý ¨ No ¨ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, aný ~~accelerated~~Accelerated filer, a¨ ~~non~~Non-accelerated filer, a¨ ~~smaller~~Smaller reporting company, or¨ anEmerging ~~emerging~~ growth company. ~~See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.~~¨

Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $76,~~887~~916,~~489~~658,~~151~~ 936 based upon the closing market price as of the close of business June 30, ~~2022~~2023, the last business day of the registrant's most recently completed second fiscal quarter.

Number of shares outstanding of registrant's common stock, $1.00 par value, as of ~~February~~March 104, ~~2023~~2024: ~~355,711,972~~344.0 million shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Mattel, Inc. ~~2023~~2024 Proxy Statement, to be filed with the Securities and Exchange Commission ("SEC") within 120 days after the closing of the registrant's fiscal year (incorporated into Part III to the extent stated herein).

MATTEL, INC. AND SUBSIDIARIES

		Page
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	2625
Item 1C.	Cybersecurity	25
Item 2.	Properties	26
Item 3.	Legal Proceedings	2726
Item 4.	Mine Safety Disclosures	2726
	PART II
Item 5.	Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2827
Item 6.	Reserved	3029
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3029
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4847
Item 8.	Financial Statements and Supplementary Data	5049
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9795
Item 9A.	Controls and Procedures	9795
Item 9B.	Other Information	9795
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	9795
	PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	9896
Item 11.	Executive Compensation	9896
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9896
Item 13.	Certain Relationships and Related Transactions, and Director Independence	9896
Item 14.	Principal Accountant Fees and Services	9896
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	9997
Item 16.	Form 10-K Summary	~~104~~102
	Signature	~~105~~103

(Cautionary Note Regarding Forward-Looking Statements)

Mattel cautions investors that this Annual Report on Form 10-K includes forward-looking statements, which are statements that relate to the future and are, by their nature, uncertain. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. The use of words such as "anticipates," "expects," "intends," "plans," "projects," "looks forward," "confident that," "believes," and "targeted," among others, generally identify forward-looking statements. These forward-looking statements are based on currently available operating, financial, economic, and other information and assumptions, and are subject to a number of significant risks and uncertainties. A variety of factors, many of which are beyond Mattel's control, could cause actual future results to differ materially from those projected in the forward-looking statements. Specific factors that might cause such a difference include, but are not limited to: (i) Mattel's ability to design, develop, produce, manufacture, source, ship, and distribute products on a timely and cost-effective basis; (ii) sufficient interest in and demand for the products and entertainment Mattel offers by retail customers and consumers to profitably recover Mattel's costs; (iii) downturns in economic conditions affecting Mattel's markets which can negatively impact retail customers and consumers, and which can result in lower employment levels and lower consumer disposable income and spending, including lower spending on purchases of Mattel's products; (iv) other factors which can lower discretionary consumer spending, such as higher costs for fuel and food, drops in the value of homes or other consumer assets, and high levels of consumer debt; (v) potential difficulties or delays Mattel may experience in implementing cost savings and efficiency enhancing initiatives; (vi) other economic and public health conditions or regulatory changes in the markets in which Mattel and its customers and suppliers operate, which could create delays or increase Mattel's costs, such as higher commodity prices, labor costs or transportation costs, or outbreaks of disease; (vii) the effect of inflation on Mattel's business, including cost inflation in supply chain inputs and increased labor costs, as well as pricing actions taken in an effort to mitigate the effects of inflation; (viii) currency fluctuations, including movements in foreign exchange rates, which can lower Mattel's net revenues and earnings, and significantly impact Mattel's costs; (ix) the concentration of Mattel's customers, potentially increasing the negative impact to Mattel of difficulties experienced by any of Mattel's customers, such as bankruptcies or liquidations or a general lack of success, or changes in their purchasing or selling patterns; (x) the inventory policies of Mattel's retail customers, as well as the concentration of Mattel's revenues in the second half of the year, which coupled with reliance by retailers on quick response inventory management techniques, increases the risk of underproduction, overproduction, and shipping delays; (xi) legal, reputational, and financial risks related to security breaches or cyberattacks; (xii) work disruptions, including as a result of supply chain disruption such as plant or port closures, which may impact Mattel's ability to manufacture or deliver product in a timely and cost-effective manner; (xiii) the impact of competition on revenues, margins, and other aspects of Mattel's business, including the ability to offer products that consumers choose to buy instead of competitive products, the ability to secure, maintain, and renew popular licenses from licensors of entertainment properties, and the ability to attract and retain talented employees and adapt to evolving workplace models; (xiv) the risk of product recalls or product liability suits and costs associated with product safety regulations; (xv) changes in laws or regulations in the United States and/or in other major markets, such as China, in which Mattel operates, including, without limitation, with respect to taxes, tariffs, trade policies, or product safety, or sustainability, which may increase Mattel's product costs and other costs of doing business, and reduce Mattel's earnings and liquidity; (xvi) business disruptions or other unforeseen impacts due to economic instability, political instability, civil unrest, armed hostilities (including the impact of the war in Ukraine and geopolitical developments in the Middle East), natural and man-made disasters, pandemics or other public health crises, ~~such as the COVID-19 pandemic,~~ or other catastrophic events; (xvii) failure to realize the planned benefits from any investments or acquisitions made by Mattel; (xviii) the impact of other market conditions or third -party actions or approvals, including those that result in any significant failure, inadequacy, or interruption from vendors or outsourcers, which could reduce demand for Mattel's products, delay or increase the cost of implementation of Mattel's programs, or alter Mattel's actions and reduce actual results; (xix) changes in financing markets or the inability of Mattel to obtain financing on attractive terms; (xx) the impact of litigation, arbitration, or regulatory decisions or settlement actions; (xxi) Mattel's ability to navigate regulatory frameworks in connection with new areas of investment, product development, or other business activities, such as artificial intelligence, non-fungible tokens, and cryptocurrency; (xxii) an inability to remediate the material weakness in Mattel's internal control over financial reporting, or additional material weaknesses or other deficiencies in the future or the failure to maintain an effective system of internal control; and (~~xxii~~xxiii) other risks and uncertainties detailed in Part I, Item 1A "Risk Factors." Mattel does not update forward-looking statements and expressly disclaims any obligation to do so, except as required by law.

PART I

Item 1. Business.

Throughout this report "Mattel" refers to Mattel, Inc. and/or one or more of its ~~family of companies~~subsidiaries. Mattel is a leading global toy and family entertainment company and owner of one of the ~~strongest~~most ~~catalogs~~iconic ofbrand ~~children's~~portfolios ~~and family entertainment franchises~~ in the world. Mattel creates innovative products and experiences that inspire fans, entertain audiences, and develop children through play. Mattel is focused on the following evolved strategy to grow its intellectual property ("IP") driven toy business and expand its entertainment offering:

•~~Accelerate~~Grow ~~topline~~toy ~~growth~~business profitably through scaling Mattel's portfolio, ~~growing~~optimizing ~~franchise brands~~operations, ~~and~~evolving ~~advancing~~demand ~~e-commerce and direct-to-consumer business~~creation, and ~~increasing~~growing ~~profitability~~franchise ~~by continuing to optimize operations~~brands; and

•Expand entertainment offering to capture the full value of Mattel's IP outside the toy aisle in highly accretive business verticals, ~~including~~by growing franchise brands and accelerating content, consumer products, and digital and live experiences.

Mattel is the owner of a portfolio of iconic brands and partners with global entertainment companies to license other ~~intellectual property~~IP. Mattel's portfolio of owned and licensed brands and products are organized into the following categories:

Dolls—including brands such as Barbie, American Girl, Disney Princess and Disney Frozen, Monster High, and Polly Pocket. Mattel's Dolls portfolio is driven by the flagship Barbie brand and a collection of complementary brands offered globally. Empowering girls since 1959, Barbie has inspired the limitless potential of every girl by showing them that they can be anything. American Girl, with an extensive portfolio of dolls and accessories, content, gaming, and lifestyle products, is best known for imparting valuable life lessons that instill confidence through its inspiring dolls and books, featuring diverse characters from past and present. American Girl products are sold directly to consumers through its website, proprietary retail stores in the United States, at select retailers nationwide, and at specialty boutiques and franchise stores in Canada.

Infant, Toddler, and Preschool—including brands such as Fisher-Price (including Little People and Imaginext) and Thomas & Friends~~, and PowerWheels~~. As a leader in play and child development, Fisher-Price's mission is to help families by making the most fun, enriching products for infants, toddlers, and preschoolers. Thomas & Friends is an award-winning preschool train brand franchise that brings meaningful life lessons of friendship and teamwork to kids through toys, content, live events, and other consumer products.

Vehicles—including brands such as Hot Wheels (including Hot Wheels Monster Trucks and Hot Wheels Mario Kart (Nintendo)), Matchbox, and Cars (Disney Pixar). In production for over 50 years, Hot Wheels continues to push the limits of performance and design, and ignites and nurtures the challenger spirit of kids, adults, and collectors. From die-cast vehicles to tracks, playsets, and accessories, the Mattel Vehicles portfolio has broad appeal that engages and excites ~~kids~~fans of all ages.

Action Figures, Building Sets, Games, and Other—including brands such as Masters of the Universe, MEGA, UNO, ~~Lightyear~~Jurassic ~~(Disney~~World ~~Pixar~~(NBCUniversal), ~~Jurassic~~Minecraft ~~World~~ (~~NBCUniversal~~Microsoft), WWE, and Star Wars (Disney's Lucasfilm). Mattel's Action Figures portfolio is comprised of product lines associated with licensed entertainment franchises ~~that are driven by major tentpole releases~~, such as ~~Lightyear and~~ Jurassic World and WWE, as well as product lines from Mattel's -owned IP, such as Masters of the Universe. As the challenger brand in Building Sets, MEGA ~~sparks~~inspires creativity through ~~the~~authentic ~~power~~building ofexperiences ~~connection~~for ~~with~~ builders of all ages and fans of global franchises. Within Games, UNO is the classic matching card game that is easy to learn and fast fun for everyone. Other includes Plush, which contains products associated with movie releases from licensed entertainment franchises, as well as Mattel-owned IP.

Business Segments

Mattel's operating segments are: (i) North America, which consists of the United States and Canada; (ii) International; and (iii) American Girl. The North America and International segments sell products across Mattel's categories, although some products are developed and adapted for particular international markets.

For additional information on Mattel's worldwide gross billings by brand category, see Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations."

North America Segment

The North America segment markets and sells toys and consumer products in the United States and Canada across all of Mattel's categories.

Dolls

Barbie continues to deliver innovation, purpose-driven marketing campaigns, and engaging toys connected to a strong system of play. Barbie has broad product offerings, with product lines designed to appeal to children of multiple age groups, complemented by a Barbie Signature line with high-quality dolls that appeal to fans of all ages. In ~~2023~~2024, Barbie will belook ~~featured~~to incontinue ato capitalize on the successful live action theatrical movie ~~directed~~to byhelp ~~Greta~~drive ~~Gerwig~~the ~~and~~full ~~starring~~Barbie ~~Margot~~franchise, ~~Robbie~~including ~~and~~toys, ~~Ryan~~consumer ~~Gosling~~products, ~~which~~and ~~will include the launch of an all new Dreamhouse in support of the release~~gaming. Barbie will ~~also~~be ~~launch~~celebrating ~~exciting~~its ~~new~~65th ~~lines,~~anniversary ~~including~~with Mynumerous ~~First Barbie~~activations, ~~Styling Head,~~ and ~~Large~~also ~~Doll,~~launch ~~and~~exciting ~~will~~new ~~introduce~~product ~~more~~lines ~~high-profile partnerships~~ and ~~pop~~play ~~culture collaborations~~patterns.

Mattel is also excited to build upon its strong partnerships with Disney ~~with~~for the ~~return of the~~ Disney Princess and Disney Frozen product lines~~, and Universal with the launch of new Trolls product lines~~. Monster High will look to build upon the success of its ~~2022 U.S. re-launch with a full~~ global re-launch ~~in 2023~~, including planned new content and product offerings.

Infant, Toddler, and Preschool

In ~~2023~~2024, Fisher-Price will continue its focus on engaging consumers as a trusted partner for families with infants, toddlers and preschoolers, by continuing to create brand love through innovative products and ~~inviting~~enriching ~~adults~~the ~~back~~first ~~into~~five ~~the~~years ~~world~~ of childhood for every family. ~~Design~~Consumer-~~led~~centric innovation will continue to drive new product offerings, including the expansion of ~~the~~Linked ~~Linkimals~~Play ~~product~~within ~~line~~Infant and new innovative toys from Imaginext, including new licensed entertainment offerings. ~~Mattel~~Fisher-Price will ~~look~~add toFisher-Price Wood and continue its strong momentum in the Little People product line with the expansion of the Little People Barbie line and Little People Collector, ~~tapping into a new consumer base~~line. ~~New preschool toys will include product lines associated with the episodic content launch of Batwheels, an ultimate world of racing and chasing series.~~

Vehicles

In ~~2023~~2024, industry leader Hot Wheels will look to continue its strong momentum as a multigenerational franchise with consumer interest that remains at historic highs. Hot Wheels product offerings ~~will~~are ~~continue~~expected to excite consumers with innovation in ~~Tracks~~both ~~and~~die-cast ~~Playsets,~~vehicles ~~expansion~~and oftracks ~~the~~and ~~2022~~playsets. ~~Hot~~These ~~Wheels~~offerings ~~Skate~~will ~~launch,~~be ~~introduction~~supported ofby ~~product~~an ~~lines~~all-new ~~for~~animated ~~The~~children's ~~Super~~series ~~Mario~~on ~~Bros.~~Netflix, ~~Movie~~Hot ~~(Universal)~~Wheels ~~animated~~Let’s ~~theatrical movie~~Race, and ~~more~~the ~~digital~~expansion ~~ways~~of ~~to collect with~~ the ~~NFT~~Hot ~~Garage~~Wheels ~~series~~Racerverse line. Hot Wheels ~~will~~ also ~~continue~~seeks to ~~enter~~further ~~new~~expand die-cast vehicle ~~play segments~~distribution, ~~while~~targeting ~~upholding~~fans ~~the quality and performance~~ of ~~Hot~~all ~~Wheels~~ages.

Die-cast pioneer Matchbox ~~will~~expects ~~celebrate~~to ~~its 70th anniversary, honoring its legacy with special edition die-cast offerings and packaging. Matchbox will~~ continue to bring exciting new products to market following its successful 70th anniversary, including ~~product~~new ~~partnerships~~sustainable ~~with~~die-cast ~~SpaceX~~products, and new episodes of the globally popular YouTube series, Matchbox Adventures.

Mattel will continue to partner with Disney Pixar for Cars ~~with~~to drive innovation, including fresh new product offerings, ~~building~~to onsupport ~~the~~key ~~excitement~~marketing ~~from~~events ~~the~~in ~~Fall 2022 release of Cars on the Road content, and supporting Disney's 100-year anniversary with Cars Disney 100 toys~~2024.

Action Figures, Building Sets, Games, and Other

Mattel Action Figures will continue to collaborate with key licensor partners, such as Disney Pixar, Microsoft, NBCUniversal, and WWE, to bring innovative products to the global marketplace. ~~A sample of~~ Mattel's ~~2023~~2024 Action Figures product lines will include toys tied to ~~Microsoft's~~Netflix ~~Spring~~content ~~release~~for ~~of the new Minecraft Legends game, and~~ NBCUniversal'’s Jurassic World, ~~which~~(Jurassic ~~will~~World: beChaos ~~celebrating~~Theory) ~~the~~and ~~30th~~Masters ~~anniversary~~ of the ~~Jurassic~~Universe ~~Park franchise. Mattel will continue to expand its~~ (Masters of the Universe: ~~franchise~~Revolution) ~~with~~as ~~products~~well ~~for~~as ~~fans~~new ofinnovation ~~all~~within ~~ages~~Minecraft and ~~continued expansion of the collector business~~WWE.

In Building Sets, MEGA ~~sparks~~inspires creativity through ~~the~~authentic ~~power~~building ofexperiences ~~connection~~for ~~with~~ builders of all ages and fans of global franchises. Partnerships with some of the world's top franchises, including Pokémon, ~~Barbie~~ and Hot Wheels, invite consumers to try MEGA building sets, while innovative building play, authentic details, compatible quality, and accessible value encourages consumers to stay in the MEGA building set collection. Parents of preschoolers can continue to discover how the MEGA Bloks preschool building system enhances playtime and early childhood development beyond the Big Building Bag.

Mattel Games consists of some of the most beloved Games IP in the world including UNO, Pictionary, Skip-Bo, Blokus, and many others. Mattel will focus on its expansion of Games into its direct-to-consumer business, collectability, and innovation. Additionally, Mattel ~~will~~expects ~~continue~~ to introduce new game extensions and partnerships that celebrate pop culture.

Mattel Plush will continue to collaborate with key licensor partners, including Disney's Lucasfilm, Pixar, Marvel, Microsoft's Minecraft, NBCUniversal's Jurassic World, and many more. The Plush portfolio is expected to benefit from tentpole moments capitalizing on this strong entertainment slate in 2023. Mattel will also bring its iconic IP into the Plush category.

International Segment

Products marketed and sold by the International segment are generally the same as those marketed and sold by the North America segment, although some are developed or adapted for particular international markets. Mattel's products are sold directly to retailers and wholesalers in most European, Latin American, and Asian countries, in Australia and New Zealand, ~~in certain countries in the Middle East~~ and ~~Africa, and~~ through agents and distributors in those countries where Mattel has no direct presence. No individual country within the International segment exceeded 78% of worldwide consolidated net sales during ~~2022~~2023.

American Girl Segment

The American Girl segment is a direct marketer, retailer, and children's publisher dedicated to its mission to help girls grow up with confidence and character. American Girl is best known for its line of historical and contemporary characters that feature 18" dolls, books, and accessories that inspire girls to face the world with courage, resilience, and kindness. The contemporary Truly Me and Create Your Own lines encourage girls to express their imaginations and creativity by choosing a doll that looks like them or custom-creating one that's completely unique from more than one million options. Bitty Baby introduces younger girls to nurturing play until they are ready for WellieWishers, a sweet group of girls who focus on empathy and being a good friend. American Girl also publishes best-selling fiction and non-fiction books, as well as an array of popular digital content. The American Girl segment sells products directly to consumers through its website, ~~in its~~ proprietary retail stores in the United States, and at select retailers ~~nationwide,~~in ~~and~~the atUnited ~~specialty boutiques and franchise stores in Canada~~States.

Competition and Industry Background

Mattel is a worldwide leader in the manufacture, marketing, and sale of toys, games, and other products related to play, learning, and development. Competition in the toy industry is based primarily on quality, play value, brands, and price. Mattel offers a diverse range of products for children, fans of all ages, and families that include, among others, toys for infants, toddlers, and preschoolers, toys for school-aged children, dolls, vehicles, action figures, building sets, ~~youth electronics,~~ games, including digital, puzzles, plush, educational toys, technology-related products, media-driven products, and fashion-related ~~toys~~items. The North America segment competes with several large toy companies, including Hasbro, Jazwares, LEGO, ~~MGA Entertainment,~~ the Pokémon Company, Spin Master, many smaller toy companies, and manufacturers of video games and consumer electronics. The International segment competes with global toy companies including Hasbro, Jazwares, LEGO, ~~MGA Entertainment,~~ the Pokémon Company, Spin Master, other national and regional toy companies, and manufacturers of video games and consumer electronics. Foreign regions may include competitors that are strong in a particular toy line or geographical area but do not compete with Mattel or other international toy companies worldwide. The American Girl segment competes with companies that manufacture dolls and accessories, and with children's book publishers and retailers.

There is increasing competition among the above companies due to trends towards shorter life cycles for individual toy products and an increasing use of more sophisticated technology among consumers. In addition, Mattel competes with companies that sell non-toy products, such as electronic consumer products, video games, as well as content and other entertainment companies. Competition continues to be heavily influenced by the fact that a small number of retailers account for a large portion of all toy sales, allocate the shelf space from which toys are viewed, and have direct contact with parents and children through in-store and online purchases. Such retailers can and do promote their own private-label toys, facilitate the sale of competitors' toys, showcase toys online based on proprietary algorithms, and allocate shelf space to one type of toy over another. Online distributors are able to promote a wide variety of toys and represent a wide variety of toy manufacturers.

Seasonality

Mattel's business is highly seasonal, with consumers making a large percentage of all toy purchases during the traditional holiday season. A significant portion of retailer purchasing typically occurs in the third and fourth quarters of Mattel's fiscal year in anticipation of holiday buying. These seasonal purchasing patterns and requisite production lead times create risk to Mattel's business associated with the underproduction of popular toys and the overproduction of less popular toys that do not match consumer demand. The seasonality of Mattel's business increases the risk that Mattel may not be able to meet demand for certain products at peak demand times or that Mattel's own inventory levels may be adversely impacted by the need to pre-build products before orders are placed. In addition, this seasonality may cause Mattel's sales to vary significantly from period to period.

In anticipation of retail sales during the traditional holiday season, Mattel significantly increases its production in advance of the peak selling period, resulting in a corresponding build-up of inventory levels in the first three quarters of its fiscal year. Seasonal shipping patterns generally result in significant peaks in the third and fourth quarters in the respective levels of inventories and accounts receivable, which may result in seasonal working capital financing requirements.

Through the third quarter of 2022, Mattel accelerated its inventory production to meet demand levels and reduce supply chain risk while retailers also increased their inventory levels to replenish low inventory levels entering 2022 and to meet expected growth in demand ahead of the holiday season. However, consumer demand was lower than expected during the holiday season, and occurred later than expected in the fourth quarter of 2022, which caused retailers to reduce replenishment orders as they managed their inventory. Elevated retailer inventory levels are expected to have an unfavorable impact to net sales in 2023, particularly in the first half of the year.6

Sales

Mattel's products are sold throughout the world. Products within the North America segment are sold directly to retailers, including omnichannel retailers, discount and free-standing toy stores, chain stores, department stores, other retail outlets, and, to a limited extent, wholesalers. Mattel also operates small retail outlets at certain corporate offices as a service to its employees and as an outlet for its products. Products within the International segment are sold directly to retailers and wholesalers in most European, Latin American, and Asian countries, in Australia and New Zealand, and through agents and distributors in those countries where Mattel has no direct presence. Mattel also has retail outlets in Latin America that serve as outlets for its products. American Girl products and its children's publications are sold directly to consumers and select retailers in ~~North~~the ~~America~~United States. Mattel has retail space in Chicago, Illinois; Los Angeles, California; and New York, New York for its flagship American Girl stores, and in ~~six~~five other cities across the United States for its American Girl boutique stores, each of which features children's products from the American Girl segment. Additionally, Mattel sells certain of its products directly to consumers through its e-commerce ~~platforms~~platform and various third-party e-commerce channels.

During ~~2022~~2023, Mattel's three largest customers (Walmart at $01.9513 billion, Target at $0.7667 billion, and Amazon at $0.6460 billion) accounted for approximately 4344% of worldwide consolidated net sales. During ~~2021~~2022, Mattel's three largest customers (Walmart at $10.1795 billion, Target at $0.7476 billion, and Amazon at $0.6264 billion) accounted for approximately 4643% of worldwide consolidated net sales. Within countries in the International segment, there is also a concentration of sales to certain large customers that do not operate in the United States, none of which exceeded 10% of worldwide consolidated net sales. The customers and the degree of concentration vary depending upon the region or nation. See Part I, Item 1A "Risk Factors" and Part II, Item 8 "Financial Statements and Supplementary Data—Note 1314 to the Consolidated Financial Statements—Segment Information."

License Agreements

Mattel has license agreements with third parties that permit Mattel to utilize the trademark, characters, or inventions of the licensor in products that Mattel sells. A number of these licenses relate to product lines that are significant to Mattel's business and operations.

Mattel has entered into agreements to license entertainment properties, including among others, Disney Consumer Products (including Disney Princess and Disney Frozen, Star Wars, Disney Pixar (including Cars, ~~Lightyear,~~ and Toy Story) and certain other Disney films and television properties), NBCUniversal (including Jurassic World, Trolls, and Fast and Furious), Paramount (relating to its Nickelodeon properties), Warner Bros. (including ~~Batman,~~DC ~~Superman,~~Universe ~~Wonder Woman, Justice League~~ and Harry Potter), Microsoft (including Minecraft and Halo), WWE, and Pokémon.

Royalty expense for ~~2022~~2023, ~~2021~~2022, and ~~2020~~2021 was $~~230~~249.8 million, $~~184~~230.38 million, and $~~158~~184.53 million, respectively. See Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Commitments" and Part II, Item 8 "Financial Statements and Supplementary Data—Note 13 to the Consolidated Financial Statements—Commitments and Contingencies."

Resources—Commitments" and Part II, Item 8 "Financial Statements and Supplementary Data—Note 12 to the Consolidated Financial Statements—Commitments and Contingencies."

Mattel licenses a number of its trademarks and other property rights to others for use in connection with the sale of their products.

Trademarks, Copyrights, and Patents

Most of Mattel's products are sold under and are associated with trademarks, trade names, and copyrights, and some of these products incorporate devices or designs for which patent protection has been, or is being, pursued. Trademarks, copyrights, and patents are significant assets of Mattel in that they provide product recognition, acceptance, and exclusive rights to Mattel's innovations around the world.

Mattel customarily seeks trademark, copyright, and/or patent protection covering its products, and it owns or has applications pending or registrations for U.S. and foreign trademarks, copyrights, and patents covering many of its products. Although a number of these trademarks, copyrights, and patents relate to product lines that are significant to Mattel's business and operations, Mattel does not believe it is dependent on a single trademark, copyright, or patent. Mattel believes its rights to these properties are adequately protected, but there can be no assurance that its rights can be successfully asserted in the future or will not be invalidated, circumvented, or challenged.

Manufacturing and Materials

Mattel manufactures toy products for all segments in both company-owned facilities and through third-party manufacturers. Products are also purchased from unrelated entities that design, develop, and manufacture those products. To provide greater flexibility in the manufacture and delivery of its products, and as part of a continuing effort to reduce manufacturing costs, Mattel has concentrated production of most of its core products in company-owned facilities and generally uses third-party manufacturers for the production of non-core products.

Mattel's principal manufacturing facilities are located in China, Indonesia, Malaysia, Mexico, and Thailand. In conjunction with Mattel's cost savings programs, ~~Mattel~~in ~~previously~~2021, Mattel discontinued production at ~~three~~its ~~plants~~plant located in ~~China,~~Canada. ~~Indonesia~~In addition, ~~and~~Mattel ~~Mexico~~intends ~~and~~to ~~discontinued~~discontinue production ~~in 2021~~ at ~~its~~a plant located in ~~Canada~~China in 2024. To help avoid disruption of its product supply due to political instability, civil unrest, future pandemics or other health crises, economic instability, changes in government policies or regulations, natural and manmade disasters, and other risks, Mattel produces its products in various facilities across multiple countries. Mattel believes that the existing production capacity at its owned and third-party manufacturers' facilities is sufficient to handle expected volume for the foreseeable future.

Mattel bases its production schedules for toy products on customer orders and forecasts, taking into account historical trends, results of market research, and current market information. Actual shipments of products ordered and order cancellation rates are affected by consumer acceptance of product lines, strength of competing products, marketing strategies of retailers, changes in buying patterns of both retailers and consumers, and overall economic conditions. Unexpected changes in these factors could result in a lack of product availability or excess inventory in a particular product line.

The majority of Mattel's raw materials are available from numerous suppliers but may be subject to fluctuations in price. See Part I, Item 1A "Risk Factors."

Advertising and Marketing

Mattel supports its product lines with extensive advertising and consumer promotions. Advertising takes place at varying levels throughout the year and peaks during the traditional holiday season. Advertising includes television commercials, social media, catalogs, and internet advertisements. Promotions include in-store displays, merchandising materials, major events focusing on products, and tie-ins with various consumer products companies.

During ~~2022~~2023, ~~2021~~2022, and ~~2020~~2021, Mattel incurred advertising and promotion expenses of $~~534~~524.38 million (9.86% of net sales), $~~545~~534.73 million (109.08% of net sales), and $~~525~~545.87 million (1110.50% of net sales), respectively.

Financial Instruments

Currency exchange rate fluctuations may impact Mattel's results of operations and cash flows. Mattel seeks to mitigate its exposure to foreign exchange risk by monitoring its foreign currency transaction exposure for the year and partially hedging such exposure using foreign currency forward exchange contracts primarily to hedge its purchase and sale of inventory and other intercompany transactions denominated in foreign currencies. These contracts have maturity dates of up to 24 months. In addition, Mattel manages its exposure to currency exchange rate fluctuations through the selection of currencies used for international borrowings. Mattel does not trade in financial instruments for speculative purposes.

For additional information regarding foreign currency contracts, see Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" and Part II, Item 8 "Financial Statements and Supplementary Data—Note 1112 to the Consolidated Financial Statements—Derivative Instruments."

Government Regulations

Mattel's products sold in the United States are subject to the provisions of the Consumer Product Safety Act, as amended by the Consumer Product Safety Improvement Act of 2008, and the Federal Hazardous Substances Act, and may also be subject to the requirements of the Flammable Fabrics Act or the Food, Drug, and Cosmetics Act and the regulations promulgated pursuant to such statutes. These statutes and the related regulations ban from the market consumer products that fail to comply with applicable product safety laws, regulations, and standards. The Consumer Product Safety Commission may require the recall, repurchase, replacement, or repair of any such banned products or products that otherwise create a substantial risk of injury and may seek penalties for regulatory noncompliance under certain circumstances. Similar laws exist in some U.S. states. Mattel believes that it is in substantial compliance with these federal and state laws and regulations.

Mattel's products sold worldwide are subject to the provisions of similar laws and regulations in many jurisdictions, including the European Union ("EU") and Canada. Mattel believes that it is in substantial compliance with these laws and regulations.

Mattel maintains a quality control program to help ensure compliance with applicable product safety requirements. Nonetheless, Mattel has experienced, and may in the future experience, issues in products that result in recalls, withdrawals, or replacements of products. A product recall could have a material adverse effect on Mattel's business, financial condition, and results of operations, depending on the product affected by the recall and the extent of the recall efforts required. A product recall could also negatively affect Mattel's reputation and the sales of other Mattel products. See Part I, Item 1A "Risk Factors."

Mattel's advertising and marketing activities are subject to the Federal Trade Commission Act and the Children's Television Act of 1990 and may also be subject to other rules and regulations promulgated by the Federal Trade Commission, and the Federal Communications Commission, as well as laws of certain countries that regulate advertising, advertising to children, and related activities. In addition, Mattel's web-based products and services and other online and digital communications activity are or may be subject to U.S. and foreign privacy-related regulations, including the U.S. Children's Online Privacy Protection Act of 1998 and the EU General Data Protection Regulation and related national regulations. Privacy-related laws also exist in some U.S. states, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and other state laws that ~~have~~took ~~taken~~ effect in 2023, or are yet to take effect. Mattel believes that it is in substantial compliance with these laws and regulations.

Mattel's worldwide operations are subject to the requirements of various environmental laws and regulations in the jurisdictions where those operations are located. Mattel believes that it is in substantial compliance with these laws and regulations. Mattel's operations are from time to time the subject of investigations, conferences, discussions, and negotiations with various federal, state, and local environmental agencies within and outside the United States with respect to the discharge or cleanup of hazardous waste. Mattel is not aware of any material cleanup liabilities. In addition, Mattel continues to monitor existing and pending environmental laws and regulations within the United States and elsewhere related to climate change and greenhouse gas emissions.

Mattel is subject to various other federal, state, local, and international laws and regulations applicable to its business. Mattel believes that it is in substantial compliance with these laws and regulations.

Human Capital

~~Mattel~~As ~~believes~~of ~~recruiting~~December 31, ~~developing~~2023, ~~and~~Mattel ~~motivating~~had aapproximately ~~talented~~33,000 ~~global~~employees ~~workforce~~(including ~~are~~temporary ~~key~~and toseasonal ~~its~~employees) ~~long-term~~working ~~growth~~in ~~and~~over ~~success.~~35 ~~Through~~countries ~~Mattel's~~worldwide ~~focus~~to oncreate ~~employee~~innovative ~~engagement,~~products ~~diversity~~and experiences that inspire fans, ~~equity~~entertain audiences, and ~~inclusion,~~develop ~~training~~children ~~and~~through ~~development~~play. Approximately 28,400 ~~health~~employees ~~and~~(86% ~~safety,~~of ~~and~~the ~~employee~~total ~~well-being,~~workforce) ~~Mattel~~are ~~endeavors~~located tooutside ~~create~~the United States, with a ~~supportive~~significant ~~and~~global ~~rewarding~~manufacturing ~~environment~~labor ~~where~~workforce of approximately 23,600 employees. ~~are~~The ~~encouraged~~remaining toworkforce ~~collaborate~~focuses on the design, ~~innovate~~marketing, sales, finance, and ~~grow~~other aspects of Mattel's business.

AsMattel ofbelieves ~~December 31~~recruiting, ~~2022~~developing, ~~Mattel~~and ~~had~~motivating ~~approximately~~a ~~33,900~~talented ~~employees~~global ~~(including~~workforce ~~temporary~~are ~~and~~important ~~seasonal~~to ~~employees)~~its ~~working~~long-term ingrowth ~~over~~and 35success. ~~countries~~Through ~~worldwide~~Mattel's tofocus ~~create~~on ~~innovative~~employee ~~products~~engagement, ~~and~~diversity, ~~experiences~~equity, ~~that~~and ~~inspire~~inclusion, ~~entertain,~~training and ~~develop~~development, ~~children~~health ~~through~~and ~~play.~~safety, ~~Approximately~~and 29employee well-being,~~300~~ ~~employees~~Mattel ~~(86%~~endeavors ofto ~~the~~create ~~total~~a ~~workforce)~~supportive ~~are~~and ~~located~~rewarding ~~outside~~environment ~~the~~where ~~United~~employees ~~States,~~are ~~with~~encouraged ato ~~significant~~collaborate, ~~global~~innovate, ~~manufacturing~~and ~~labor~~grow. ~~workforce~~Mattel's Board of ~~approximately~~Directors, 24Compensation Committee,~~400~~ ~~employees.~~and ~~The~~Governance ~~remaining~~and ~~workforce~~Social ~~focuses~~Responsibility onCommittee are involved in the ~~design,~~oversight ~~marketing,~~of ~~sales,~~how ~~finance,~~the company fosters its culture and ~~other~~receive ~~aspects~~regular ofupdates on Mattel's ~~business~~workforce management.

Mattel was ranked among Forbes 2023 World's ~~Board~~Best ofEmployers ~~Directors,~~and ~~Compensation~~2023 ~~Committee,~~America's ~~and~~Best ~~Governance~~Midsize ~~and~~Employers; ~~Social~~named ~~Responsibility~~to ~~Committee~~Fast ~~are~~Company's ~~involved~~list inof the ~~oversight~~Best ofWorkplaces ~~how~~for ~~the~~Innovators ~~company~~in ~~fosters~~2023; ~~its~~recognized ~~culture~~by ~~and~~U.S. ~~receive~~News ~~regular~~as ~~updates~~one onof the ~~company~~Best Companies to Work For 2023-2024; named to Newsweek America’s Greatest Workplaces for Women 2023 and America's ~~workforce~~Greatest ~~management,~~Workplaces ~~including~~for Diversity 2024; and honored by Computerworld as one of the Best Places to Work in IT in 2023 and 2024. Mattel has once again been recognized for its diversity, equity, and inclusion ~~initiatives~~efforts, including by the Human Rights Campaign Foundation as a 2023-2024 "Equality 100 Award" recipient. For the fourth consecutive year, Mattel received a perfect score on the Human Rights Campaign Foundation's Corporate Equality Index.

~~Employee~~Workplace ~~Engagement~~Culture

Mattel is committed to fostering a culture where all employees have the opportunity to realize their full potential. Management regularly collects feedback to measure employee engagement and job satisfaction on an ongoing basis through its annual global engagement survey, which ~~measures employee job satisfaction and~~ is used to help improve the employee experience and strengthen its workplace culture. Mattel values a wide range of ideas and voices that help evolve and broaden its perspectives, with a reach that extends to consumers, customers, business partners, and suppliers.

~~Diversity, Equity, and Inclusion~~9

~~Mattel~~In isSeptember ~~committed~~2023, toMattel ~~fostering~~published aits ~~culture~~2022 ~~where~~Citizenship ~~all~~Report, ~~employees~~which ~~have~~described ~~the~~goals ~~opportunity~~and toinitiatives ~~realize~~related ~~their~~to ~~full~~its ~~potential.~~diversity, ~~Mattel~~equity, ~~values~~ and ~~shares~~inclusion aefforts. ~~wide~~The ~~range~~report ofhighlighted ~~ideas~~Mattel's ~~and~~progress ~~voices~~on ~~that help evolve and broaden~~ its ~~perspectives,~~goals ~~with~~as aof ~~reach~~December ~~that extends to consumers~~31, ~~customers~~2022, ~~business~~including ~~partners,~~the ~~and suppliers.~~following:

In•Maintained ~~April~~100% ~~2022,~~base ~~Mattel~~pay ~~published~~equity ~~its~~in ~~2021~~2022 ~~Citizenship~~for ~~Report,~~similar ~~which~~work ~~described~~performed ~~goals~~in ~~and~~similar ~~initiatives~~markets ~~related~~by togender ~~its~~globally ~~diversity, equity,~~ and ~~inclusion~~by ~~efforts.~~ethnicity ~~The~~in ~~report highlighted Mattel's progress on its goals as of December 31, 2021, including~~ the ~~following:~~United States.*

•~~Maintained~~Continued ~~100%~~to ~~base~~achieve ~~pay~~a ~~equity~~high ~~globally~~level of representation for ~~all~~women, ~~employees~~who ~~performing~~comprised ~~similar~~57% ~~work~~of ~~with~~Mattel's ~~comparable~~global ~~roles~~workforce and ~~experience~~48% inof ~~similar~~managers ~~markets. This includes base pay equity by gender globally~~ and ~~pay~~above ~~equity by ethnicity~~ in ~~the United States~~2022.*

•~~Maintained~~Continued asto achieve a ~~priority~~high ~~representation~~level of ~~women~~representation atfor ~~all~~ethnically ~~levels~~diverse ~~of the organization~~employees, ~~with~~who ~~women~~made ~~comprising~~up 5845% of ~~Mattel's~~U.S. ~~global~~employees ~~workforce~~in ~~and 47% of all management positions~~2022.*

•Increased total representation of ethnically diverse employees at all levels of the organization in the United States to 44%.*

•Mattel remains focused on actions to increase such representation, including strengthening relationships with schools, networks, and organizations to establish a talent pipeline of women for Technology, Supply Chain, and Finance positions.

*Excludes manufacturing labor and temporary and seasonal employees.

WeMattel ~~believe~~believes that Mattel's Employee Resource Groups ("ERGs") are an integral component of fostering an inclusive culture and enhancing engagement at Mattel. Mattel employees have created and continue to lead ten ERGs, which bring together members and allies of underrepresented identities across the global organization. The ERGs organize learning opportunities, cultural celebrations, and community outreach, elevate important issues, encourage open and honest conversations, and collect critical feedback.

~~Mattel~~Employee ~~has~~Development ~~once again been recognized for its diversity, equity,~~ and inclusion efforts, including by the Human Rights Campaign Foundation as one of the country's top places to work for LGBTQ+ equality in 2022. For the third consecutive year, Mattel received a perfect score on the Human Rights Campaign Foundation's Corporate Equality Index, a leading benchmarking survey and report measuring corporate policies and practices related to LGBTQ+ workplace equality. Mattel was also ranked among Forbes 2022 World's Best Employers and 2023 America's Best Midsize Employers; named to Fast Company's List of the 100 Best Workplaces for Innovators in 2022; Computerworld’s list of the Best Places to Work in IT 2023; and once again was certified by the Great Place to Work Institute in 2022.Well-Being

10Mattel believes continuously developing skills and capabilities for the future is essential to operating as an IP-driven, high-performing toy and family entertainment company. Additionally, offering the opportunity for employees to continuously learn and grow their careers at Mattel is a key driver of its employee engagement strategy. In 2023, employees at all levels around the globe participated in several hundred thousand hours of online classes and instructor-led training regarding professional development, management development, and technical training.

~~Training~~Mattel is focused on creating a safe and ~~Development~~healthy workplace for all of its employees. This is reflected in a comprehensive set of standards and oversight processes that establish Mattel's expectations for responsible working conditions, environmental protections, social compliance, health, and safety in both its own manufacturing facilities and those of its supply chain partners.

WeMattel ~~believe~~offers ~~continuously~~several ~~developing~~benefits ~~skills and capabilities for the future is essential~~ to ~~operating~~promote asemployee ~~an IP~~well-~~driven~~being, ~~high-performing~~including ~~toy~~flexible ~~company.~~work ~~Additionally,~~hours ~~offering~~and/or ~~the~~paid ~~opportunity~~time ~~for~~off, ~~employees~~health ~~to continuously learn~~ and ~~grow~~welfare ~~their~~insurance ~~careers~~options, atretirement ~~Mattel~~plans, isand abasic ~~key~~and ~~driver~~supplemental ~~of its~~ employee ~~engagement~~life ~~strategy.~~insurance Infor ~~2022~~eligible individuals, ~~employees~~as atwell ~~all~~as ~~levels~~programs ~~around~~targeted ~~the~~at ~~globe~~matters ~~participated~~such inas ~~several~~maintaining ~~hundred~~work/life ~~thousand~~balance ~~hours of learning content across professional, management development,~~ and ~~technical~~improving ~~training.~~health ~~This included both online classes~~ and ~~instructor-led training~~happiness.

Health and Safety, and Employee Well-Being

Mattel is focused on creating a safe and healthy workplace for all of its employees. In 1997, Mattel became one of the first companies to create standards for responsible manufacturing. Since then, these principles have become the foundation for Mattel's Responsible Supply Chain Commitment, a comprehensive set of standards and oversight processes that establish Mattel's expectations for responsible factory working conditions, environmental protections, social compliance, health, and safety in both its own manufacturing facilities and those of its supply chain partners.

Mattel offers several benefits to promote employee well-being, including flexible work hours and/or paid time off, health and welfare insurance options, retirement plans, and basic and supplemental employee life insurance for eligible individuals. To supplement Mattel's comprehensive health and wellness programs, it introduced specific programs targeted at unique issues arising during the pandemic, including working from home, maintaining work/life balance, and improving health and happiness.

Available Information

Mattel files its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC. The SEC maintains an Internet website that contains reports, proxy, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Mattel's internet website address is http://corporate.mattel.com. Mattel makes available on its internet website, free of charge, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.

Item 1A. Risk Factors.

If any of the risks, events, and uncertainties described ~~in the cautionary risk factors listed~~ below actually occurs, Mattel's business, financial condition and results of operations could be adversely affected, and such effects could at times be material. The risk factors listed below are not exhaustive. Other sections of this Annual Report on Form 10-K include additional factors that could materially and adversely impact Mattel's business, financial condition and results of operations. Moreover, Mattel operates in a very competitive and rapidly changing environment. New factors emerge from time to time, and it is not possible for management to predict the impact of all of these factors on Mattel's business, financial condition, or results of operations, or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. These factors are also currently, and in the future may be, amplified by the global economic or geopolitical climate and additional or unforeseen circumstances, developments, or risks~~, including pandemics or other public health crises~~. Given these risks and uncertainties, investors should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this Annual Report on Form 10-K and any other public statement made by Mattel or its representatives may turn out to be wrong. Mattel expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

Business Operations

Mattel isand its license partners are not always able to successfully identify and/or satisfy consumer preferences, which could cause ~~its~~Mattel's business, financial condition, and results of operations to be adversely affected.

Mattel's business and operating results depend largely upon the appeal of its products, driven by both innovation and marketing. Consumer preferences, particularly with children as the end users of Mattel's products, are continuously changing and can vary by geographical markets. Product life cycles and consumer preferences continue to be affected by the rapidly increasing use and proliferation of social and digital media by consumers, and the speed with which information is shared. Mattel is not always able to identify trends in consumer preferences or identify and satisfy consumer preferences in a timely manner. Significant, sudden shifts in demand are caused by "hit" toys and trends, which are often unpredictable and can result in short consumer life cycles. Mattel offers a diverse range of products for children, fans of all ages, and families that includes, among others, toys for infants, toddlers, and preschoolers, toys for school-aged children, youth electronics, digital media, hand-held and other games, puzzles, educational toys, ~~media-driven products,~~ and fashion-related ~~toys~~items. Mattel competes domestically and internationally with a wide range of large and small manufacturers, marketers, and sellers of toys, video games, consumer electronics such as tablets and mobile devices, and other play products, as well as retailers, which means that Mattel's market position is always at risk. Mattel's ability to maintain its current product sales and increase its product sales or establish product sales with new, innovative toys, depends on Mattel's ability to satisfy play preferences, enhance existing products, develop and introduce new products, and achieve market acceptance of these products. These challenges are intensifying due to trends towards shorter life cycles for individual toy products, the phenomenon of children outgrowing traditional toys at younger ages, an increasing use of more sophisticated technology in toys, including machine learning and artificial intelligence ("AI"), and an evolving path to purchase.

In addition, entertainment media has become increasingly important for consumers to experience Mattel's brands and its license partners' brands. The extent to which Mattel's and its license partners' entertainment offerings are successful can significantly impact the demand for ~~its~~Mattel's products and its financial performance. Consumer acceptance of Mattel's and its license partners' entertainment offerings is impacted by factors beyond its control, including critical reviews, promotions, the popularity of movies and television programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment, general economic conditions, and public preferences generally.

Mattel's failure to successfully meet the challenges outlined above in a timely and cost-effective manner could decrease demand for its products and entertainment offerings and may adversely affect Mattel's business, financial condition, and results of operations.

High levels of competition and low barriers to entry can make it difficult to achieve, maintain, or build upon the success of Mattel's brands, products, and product lines.

Mattel faces competitors who are also constantly monitoring and attempting to anticipate consumer tastes, seeking ideas which will appeal to consumers, and introducing new products that compete with Mattel's products. In addition, competition for access to entertainment properties has lessened, and may in the future continue to lessen, Mattel's ability to secure, maintain, and renew popular licenses to entertainment products developed by other parties and licensed to Mattel on beneficial terms, if at all, or require Mattel to pay licensors higher royalties and higher minimum guaranteed payments to obtain or retain these licenses. As a licensee of entertainment properties, Mattel has no guarantee that a particular property or brand will translate into a successful toy, game, or other product. In addition, the barriers to entry for new participants in the toy products industry and entertainment industry are low. In a very short period of time, new market participants with a popular product idea or entertainment property can become a significant source of competition for Mattel and its products. Reduced demand for Mattel's brands, products, and product lines as a result of these factors may adversely affect Mattel's business, financial condition, and results of operations.

~~Inaccurately anticipating changes and trends in popular culture, media and movies, fashion, or technology can adversely affect Mattel's sales, financial condition, and results of operations.~~11

~~Successful~~entertainment ~~movies~~industry ~~and~~are ~~characters~~low. inIn ~~children's~~a ~~literature~~very ~~affect~~short ~~play~~period ~~preferences,~~of ~~and many products depend on media-based intellectual property licenses including trademarks~~time, ~~trade~~new ~~names,~~market ~~copyrights,~~participants ~~patents,~~with ~~trade~~a ~~secrets,~~popular ~~and~~product ~~rights~~idea ~~under~~or ~~intellectual~~entertainment property ~~license agreements and other agreements with third parties. Media-based licenses~~ can ~~cause~~become a ~~line~~significant source of ~~toys~~competition orfor ~~other~~Mattel ~~products~~and toits ~~gain immediate success among children, parents, or families~~products. ~~Trends~~Reduced indemand ~~media,~~for ~~movies, and children~~Mattel's ~~characters~~brands, ~~change~~products, ~~swiftly~~ and ~~contribute~~product tolines ~~the~~as ~~transience~~a ~~and~~result ~~uncertainty~~ of ~~play~~these ~~preferences.~~factors ~~Mattel~~may ~~attempts~~adversely toaffect ~~respond~~Mattel's ~~to such trends and developments by modifying~~business, ~~refreshing,~~financial ~~extending~~condition, and ~~expanding~~results ~~its~~of ~~product offerings on an annual basis~~operations.

12Inaccurately anticipating changes and trends in popular culture, media, fashion, or technology can adversely affect Mattel's sales, financial condition, and results of operations.

~~Mattel~~Successful ~~spends~~movies, ~~considerable~~television ~~resources~~programs, invideo ~~designing~~games, and ~~developing~~characters ~~toys~~in ~~and~~children's ~~other~~literature ~~products~~affect ~~based~~play onpreferences, ~~its~~ and ~~its~~many ~~license~~products ~~partners'~~depend ~~planned~~on ~~content~~media-based ~~releases.~~intellectual ~~Mattel~~property ~~also~~licenses ~~relies~~including ~~heavily~~trademarks, ontrade ~~the efforts of third parties~~names, ~~such as film studios and other content creators and distributors~~copyrights, ~~with respect to the development of content~~patents, ~~marketing~~trade ~~support~~secrets, and ~~release~~rights ~~dates,~~under ~~which~~intellectual ~~has~~property anlicense ~~impact~~agreements ~~on the success of such content~~ and ~~the~~other ~~associated~~agreements ~~toys~~with ~~and~~third ~~other products~~parties. InMedia-based ~~many~~licenses ~~cases,~~can ~~Mattel~~cause ~~does~~a ~~not~~line ~~fully~~of ~~control~~toys ~~when~~ or ifother ~~any~~products ~~particular~~to ~~project~~gain ~~will~~immediate besuccess ~~greenlit~~among children, ~~developed~~parents, or ~~released~~families. ~~Third~~Trends ~~parties~~in ~~may~~media, ~~change~~and ~~their~~children's ~~plans~~characters ~~with~~change ~~respect~~swiftly ~~to projects~~ and ~~release~~contribute ~~dates, or may decide~~ to ~~cancel~~the ~~development.~~transience ~~Other~~and ~~developments,~~uncertainty ~~such~~of asplay ~~labor~~preferences. ~~strikes~~Mattel orattempts ~~theater~~to ~~closures,~~respond ~~have~~to atsuch ~~times~~trends ~~caused,~~ and ~~could~~developments inby ~~the~~modifying, ~~future cause~~refreshing, ~~delays in the release of new movies and television programs~~extending, and ~~any~~expanding ~~such~~its ~~delay~~product orofferings ~~cancellation~~on ~~may~~an ~~adversely~~annual ~~impact Mattel’s sales of the associated toys and other products~~basis.

Mattel spends considerable resources in designing and developing toys and other products based on its and its license partners' planned content releases. Mattel also relies heavily on the efforts of third parties, such as studios and other content creators and distributors, with respect to the development of content, marketing support, and release dates, which has an impact on the success of such content and the associated toys and other products. In many cases, Mattel does not fully control when or if any particular project will be greenlit, developed, or released. Third parties may change their plans with respect to projects and release dates, or may decide to cancel development. Other developments, such as labor strikes or theater closures, have at times caused, and could in the future cause, delays in the release of new movies and television programs, and any such delay or cancellation may adversely impact Mattel’s sales of the associated toys and other products.

Mattel expects that children will continue to be interested in product offerings incorporating sophisticated technology, such as video games, consumer electronics, and social and digital media, at increasingly younger ages. To the extent Mattel seeks to introduce sophisticated technology products, such products tend to have higher design, development, and production costs, follow longer timelines, and require different competencies compared to Mattel's more traditional toys and games. The pace of change in product offerings and consumer tastes for sophisticated technology products is potentially even greater than for Mattel's more traditional products, and consequently the window for consumer interest in such products may be shorter than for traditional toys and games.

Any inability by Mattel to accurately anticipate trends in popular culture, ~~movies,~~ media, fashion, or technology may cause its products not to be accepted by children, parents, fans, or families and may adversely affect its sales, financial condition, and results of operations.

Mattel's failure to successfully market or advertise its products could have an adverse effect on Mattel's business, financial condition, and results of operations.

Mattel's products are marketed worldwide through a diverse spectrum of advertising, marketing, and promotional programs, including the use of digital and social media to reach consumers. Mattel's ability to sell products is dependent in part upon the success of these programs. As such, Mattel's business, financial condition, and results of operations could be adversely affected by its failure to successfully market its products or by an increase in its ~~media or other~~ advertising, marketing, or promotional costs.

Mattel's business is highly seasonal and otherwise subject to fluctuations in demand, and its operating results depend, in large part, on sales during the relatively brief traditional holiday season. Events that disrupt Mattel's business during its peak demand times can adversely and disproportionately affect Mattel's business, financial condition, and results of operations.

Mattel's business is subject to risks associated with the underproduction of popular toys and the overproduction of toys that are less popular with consumers. Sales of toy products at retail are highly seasonal, with a large percentage of all toy purchases occurring during the relatively brief traditional holiday season. As a result, Mattel's operating results depend, in large part, on sales during the holiday season. Retailers attempt to manage their inventories tightly, which requires Mattel to ship products closer to the time the retailers expect to sell the products to consumers. This in turn results in shorter lead times for production. Management believes that the increase in "last minute" shopping during the holiday season and the popularity of gift cards (which often shift purchases to after the holiday season) may negatively impact customer re-orders during the holiday season.

In addition, as a result of the seasonal nature of Mattel's business, Mattel may be adversely affected, in a manner disproportionate to the impact on a company with sales spread more evenly throughout the year, by unforeseen events, such as pandemics or other public health crises, terrorist attacks, economic shocks, severe weather due to climate change or otherwise, earthquakes or other catastrophic events, that harm the retail environment or consumer buying patterns during its key selling season, or by events, such as strikes, disruptions in transportation, or port delays, that interfere with the manufacture or shipment of goods during the critical months leading up to the holiday purchasing season.

pandemics or other public health crises, terrorist attacks, economic shocks, severe weather due to climate change or otherwise, earthquakes or other catastrophic events, that harm the retail environment or consumer buying patterns during its key selling season, or by events, such as strikes, disruptions in transportation, or port delays, that interfere with the manufacture or shipment of goods during the critical months leading up to the holiday purchasing season.

If Mattel does not correctly anticipate demand for its products, Mattel may not be able to secure sufficient quantities or cost-effective production of its products or it could have costly excess production or inventories.

To ensure adequate inventory supply, Mattel must forecast inventory needs. If Mattel fails to accurately forecast customer demand, it may experience excess inventory levels or a shortage of product to deliver to its customers. Inventory levels in excess of customer demand have in the past resulted in, and may in the future result in, inventory write-downs or write-offs, and the sale of excess inventory at discounted prices or through less preferred distribution channels, which could harm Mattel's profit margins and impair Mattel's brand image. If Mattel underestimates the demand for its products, its manufacturing plants or third-party manufacturers may not be able to produce products to meet customer requirements, which has in the past resulted in, and may in the future result in, delays in, the shipment of Mattel products.

Mattel has significant customer concentration, such that economic difficulties or changes in the purchasing policies or patterns of its key customers could have an adverse effect on Mattel's business, financial condition, and results of operations.

A small number of customers account for a large share of Mattel's worldwide consolidated net sales. In ~~2022~~2023, Mattel's three largest customers, Walmart, Target, and Amazon, in the aggregate, accounted for approximately 4344% of worldwide consolidated net sales (Walmart at $01.9513 billion, Target at $0.7667 billion, and Amazon at $0.64 60 billion) and its ten largest customers, in the aggregate, accounted for approximately 5250% of net sales. This concentration exposes Mattel to risk of a material adverse effect if one or more of Mattel's large customers were to significantly reduce purchases for any reason, favor competitors or new entrants, redeploy their retail floor space to other product categories, or increase their direct competition with Mattel by expanding their private-label business. Customers make no binding long-term commitments to Mattel regarding purchase volumes and make all purchases by delivering one-time purchase orders. Any customer reducing its overall purchases of Mattel's products, reducing the number and variety of Mattel's products that it carries, and the shelf space allotted for Mattel's products, or otherwise seeking to materially change the terms of the business relationship at any time could adversely affect Mattel's business, financial condition, and results of operations.

Liquidity problems or bankruptcy of Mattel's key customers could have an adverse effect on Mattel's business, financial condition, and results of operations.

Mattel's sales to customers are typically made on credit without collateral. There is a risk that key customers will not pay, or that payment may be delayed, because of bankruptcy, contraction of credit availability to such customers, weak retail sales, or other factors beyond the control of Mattel, which could increase Mattel's exposure to losses from bad debts. In addition, when key customers cease doing business with Mattel as a result of bankruptcy, or significantly reduce the number of stores operated, it can have an adverse effect on Mattel's business, financial condition, and results of operations.

Failure to successfully implement new initiatives or meet product introduction schedules can have an adverse effect on Mattel's business, financial condition, and results of operations.

Mattel has in the past announced, and in the future may announce, initiatives to reduce its costs, optimize its manufacturing footprint, increase its efficiency, improve the execution of its core business, globalize and extend Mattel's brands, catch new trends, create new brands, offer new innovative products and improve existing products, enhance product safety, develop people, improve productivity, simplify processes, and maintain customer service levels, as well as initiatives designed to drive sales growth, capitalize on Mattel's scale advantage, and improve its supply chain. These initiatives involve investment of capital and complex decision-making as well as extensive and intensive execution, and the success of these initiatives is not assured. Failure to achieve any of these initiatives could harm Mattel's business, financial condition, and results of operations.

From time to time, Mattel anticipates introducing new products, product lines, or brands at a certain time in the future. There is no guarantee that Mattel will be able to manufacture, source, ship, and distribute new or continuing products in a timely manner and on a cost-effective basis. Unforeseen delays or difficulties in the development process or significant increases in the planned cost of development for new Mattel products may cause the introduction date for products to be later than anticipated or, in some situations, may cause a product or new product introduction to be discontinued. Failure to successfully implement any of these initiatives or launches, or the failure of any of these initiatives or launches to produce the ~~results anticipated by management, could have an adverse effect on Mattel's business, financial condition, and results of operations.~~

results anticipated by management, could have an adverse effect on Mattel's business, financial condition, and results of operations.

Mattel's business depends in large part on the success of its vendors and outsourcers, and Mattel's brands and reputation are subject to harm from actions taken by third parties that are outside Mattel's control. In addition, any significant failure, inadequacy, or interruption from such vendors or outsourcers could harm Mattel's ability to effectively operate its business.

As a part of its efforts to cut costs, achieve better efficiencies, and increase productivity and service quality, Mattel relies significantly on vendor and outsourcing relationships with third parties for services and systems including manufacturing, transportation, logistics, and information technology. Any shortcoming of a Mattel vendor or outsourcer, particularly an issue related to compliance or reputation, or affecting the quality of these services or systems, risks damage to Mattel's reputation and brand value, and potentially adverse effects to Mattel's business, financial condition, and results of operations. In addition, problems with transitioning these services and systems to, or operating failures with, these vendors and outsourcers cause delays in product sales and reduce the efficiency of Mattel's operations, and significant capital investments could be required to remediate the problem.

The production and sale of private-label toys by Mattel's retail customers may result in lower purchases of Mattel-branded products by those retail customers.

In recent years, consumer goods companies, including those in the toy business, generally have experienced the phenomenon of retail customers developing their own private-label products that directly compete with the products of traditional manufacturers. Some retail chains and online retailers that are customers of Mattel, including ~~two~~three of its largest retail customers, Walmart, Amazon and Target, sell private-label toys designed, manufactured, and branded by the retailers themselves. These toys may be sold at prices lower than comparable toys sold by Mattel and may result in lower purchases of Mattel-branded products by these retailers and reduce overall consumer demand for Mattel products. In some cases, retailers who sell these private-label toys are larger than Mattel and have substantially more resources than Mattel.

Mattel depends on key personnel and may not be able to hire, retain, and integrate sufficient qualified personnel to maintain and expand its business.

Mattel's future success depends partly on the continued contribution of key executives, designers, and technical, sales, marketing, manufacturing, entertainment, and other personnel. ~~The~~If ~~loss~~Mattel offails ~~services~~to ofretain, ~~any~~hire, oftrain, ~~Mattel's~~and integrate key personnel, ~~could harm~~ Mattel's ability to maintain or expand its business could be harmed. Recruiting and retaining ~~skilled~~qualified personnel is costly and highly competitive. Labor shortages and increased labor costs as a result of increased competition for qualified talent, higher employee turnover rates, increases in employee benefit costs, wage inflation, or other disruptions to Mattel's workforce can negatively impact its business. In addition, changes to Mattel's current and future work environments may not meet the needs or expectations of its employees or be perceived as less favorable compared to other companies' policies, which could negatively impact Mattel's ability to hire and retain qualified personnel. ~~If Mattel fails to retain, hire, train, and integrate qualified employees and contractors, Mattel may not be able to maintain or expand its business.~~

Market Conditions

The deterioration of global economic conditions could adversely affect Mattel's business, financial condition, and results of operations.

Mattel designs, manufactures, and markets a wide variety of toy products worldwide through sales to retailer customers and directly to consumers. Mattel's performance is impacted by the level of discretionary consumer spending, which remains relatively weak in many countries around the world in which Mattel does business. Consumers' discretionary purchases of toy products are often impacted by a number of factors beyond Mattel's control, including, inflation, job losses, foreclosures, bankruptcies, reduced access to credit, interest rates, tax rates, investment losses, lower consumer confidence, and other macro-economic factors that affect consumer spending behavior. ~~Any~~These ofor ~~these~~other factors can reduce the amount that consumers spend on the purchase of Mattel's products. Deterioration of global economic conditions have at times adversely affected Mattel's business and financial results. Unfavorable economic conditions can also impair the ability of those with whom Mattel does business to satisfy their obligations to us. Future deterioration of global economic conditions or disruptions in credit markets in the markets in which Mattel operates could potentially have a material adverse effect on Mattel's liquidity and capital resources, including increasing Mattel's cost of capital or its ability to raise additional capital if needed, or otherwise adversely affect Mattel's business, financial condition, and results of operations. For instance, Mattel's business, financial condition and results of operations could be adversely affected by the economic impact of changes in trade relations among the United States and other countries, such as China, including the United States-Mexico-Canada Agreement which became effective in 2020, or changes in the EU, such as Brexit. For further discussion of these risks, see the below risk factor "Political developments, including trade relations, and the threat or occurrence of war or terrorist activities, and/or trade actions could adversely impact Mattel, its personnel and facilities, its customers and suppliers, retail and financial markets, and general economic conditions."

In addition to experiencing potentially lower revenues during times of economic difficulty, in an effort to maintain sales during such times, Mattel may need to increase promotional spending or take other steps to encourage retailer and consumer purchase of its products. Those steps may increase costs and/or decrease profit margins and are not always successful. During periods of increased inflation, such as Mattel is currently facing, Mattel has increased prices of certain products, and may in the future need to increase prices further in order to cover increased costs of goods sold, which may reduce demand for products. There can be no guarantee that Mattel will be able to successfully increase prices in the future or that the price increases Mattel has already taken will offset the entirety of additional costs it has incurred and may incur in the future. The inability to adequately increase prices to offset increased costs and inflationary pressures, or otherwise mitigate the impact of these macro-economic conditions and market disruptions, may also increase costs and/or decrease profit margins.

1514

purchase of its products. Those steps may increase costs and/or decrease profit margins and are not always successful. During periods of increased inflation, such as Mattel is currently facing, Mattel has increased prices of certain products, and may in the future need to increase prices further in order to cover increased costs of goods sold, which may reduce demand for products. There can be no guarantee that Mattel will be able to successfully increase prices in the future or that the price increases Mattel has already taken will offset the entirety of additional costs it has incurred and may incur in the future. The inability to adequately increase prices to offset increased costs and inflationary pressures, or otherwise mitigate the impact of these macro-economic conditions and market disruptions, may also increase costs and/or decrease profit margins.

Significant increases in the price of commodities, transportation, or labor, if not offset by declines in other input costs, or a reduction or interruption in the delivery of raw materials, components, and finished products from Mattel's vendors, could adversely affect Mattel's business, financial condition, and results of operations.

Cost increases, whether resulting from rising costs of materials, transportation, services, labor, or compliance with existing or future regulatory requirements, impact the profit margins realized by Mattel on the sale of its products. Because of market conditions, timing of pricing decisions, and other factors, there can be no assurance that Mattel will be able to offset any of these increased costs by adjusting the prices of its products. Increases in prices of Mattel's products may not be sustainable and could result in lower sales. Mattel's ability to meet customer demand depends, in part, on its ability to obtain timely and adequate delivery of materials, parts, and components from its suppliers and internal manufacturing capacity. Mattel has experienced shortages in the past, including shortages of raw materials and components. Additionally, as Mattel cannot guarantee the stability of its major suppliers, major suppliers may stop manufacturing components at any time with little or no notice. If Mattel is required to use alternative sources, it may be required to redesign some aspects of the affected products, which may involve delays and additional expense. Reductions or interruptions in supplies or in the delivery of finished products, whether resulting from more stringent regulatory requirements, disruptions in transportation, port delays, labor strikes or disputes, lockouts, loss or impairment of key manufacturing facilities, discontinuity or disruptions in information technology systems, changes in trade policy, an outbreak of a severe public health crisis, natural disasters, including severe weather due to climate change or otherwise, the occurrence or threat of wars or other conflicts, or a significant increase in the price of one or more supplies (or an inability to procure sufficient supplies), such as fuel or resin (which is an oil-based product used in plastics), or otherwise, have at times adversely affected and could in the future adversely affect Mattel's business, financial condition, and results of operations.

Significant changes in currency exchange rates or the ability to transfer capital across borders could have an adverse effect on Mattel's business, financial condition, and results of operations.

Mattel operates facilities and sells products in numerous countries outside the United States. During ~~2022~~2023, Mattel's International segment net sales were 41% of Mattel's total consolidated net sales. Furthermore, Mattel's net investment in its foreign subsidiaries and its results of operations and cash flows are subject to changes in currency exchange rates and regulations. Highly inflationary economies of certain foreign countries can result in foreign currency devaluation, which negatively impacts Mattel's profitability. Mattel's efforts to mitigate the exposure of its results of operations to fluctuations in currency exchange rates by aligning its prices with the local currency cost of acquiring inventory, distributing earnings in U.S. dollars, and partially hedging this exposure using foreign currency forward exchange contracts may ultimately be unsuccessful. Government action may restrict Mattel's ability to transfer capital across borders, such as recently enacted currency control regulations in China, and may also impact the fluctuation of currencies in the countries where Mattel conducts business or has invested capital. Significant changes in currency exchange rates, reductions in Mattel's ability to transfer its capital across borders, and changes in government-fixed currency exchange rates, including the Chinese yuan, could have an adverse effect on Mattel's business, financial condition, and results of operations.

An increasing portion of Mattel's business may come from new and emerging markets, and growing business in new and emerging markets presents additional challenges.

An increasing portion of Mattel's net revenues may come from new and emerging markets, including China, and India. Operating in new and emerging markets, each with its own unique consumer preferences and business climates, presents additional challenges that Mattel must meet. In addition, sales and operations in new and emerging markets are subject to other risks associated with international operations. Such risks include complications in complying with different laws in varying jurisdictions; dealing with changes in governmental policies and the evolution of laws and regulations that impact Mattel's product offerings and related enforcement; difficulties understanding the retail climate, consumer trends, local customs and competitive conditions in foreign markets, which are often quite different from those in the United States; difficulties in moving materials and products from one country to another, including port congestion, strikes and other transportation delays and interruptions; potential challenges to Mattel's transfer pricing determinations and other aspects of its cross border transactions; and the impact of tariffs, quotas, or other protectionist measures.

~~Failure to properly manage the risks described above could adversely affect Mattel's business, financial condition, and results of operations.~~15

16Failure to properly manage these risks could adversely affect Mattel's business, financial condition, and results of operations.

Disruptions due to political instability, civil unrest, future pandemics or other public health crises, or earthquakes or other natural disasters out of Mattel's control and actions taken by governments, businesses, and individuals in response to such events could adversely affect Mattel's business, financial position, sales, and results of operations.

Mattel's business and operations could be materially and adversely affected by political instability, civil unrest, future pandemics or other public health crises, earthquakes, natural disasters, and other natural or man-made economic, political, or environmental disruptions. Disruptions, and government responses to any disruption, could adversely affect Mattel's business, financial position, sales, and results of operations and may vary based on the length and severity of the disruption. For example, the COVID-19 pandemic and the actions taken by governments, businesses, and individuals in response thereto affected how Mattel and its suppliers and partners operated their businesses, caused supply chain disruption and retail store closures, and adversely affected Mattel's operating results. ~~While~~The ~~the~~ impact of ~~the COVID-19 pandemic has largely subsided, the impact of~~ any new outbreaks of COVID-19, other variants, or other public health crises on Mattel's business and financial results will depend on future developments, which are highly uncertain and cannot be predicted.

Mattel owns, operates, and manages manufacturing facilities and utilizes third-party manufacturers and suppliers throughout Asia, primarily in China, Indonesia, Malaysia, Vietnam and Thailand, and in Mexico. Risks from political instability, civil unrest, and other geopolitical or macro-economic conditions exist in certain of these countries, which could temporarily or permanently damage the manufacturing operations of Mattel or its third-party manufacturers located there. In addition, Mattel has significant operations near major earthquake faults, including its corporate headquarters in El Segundo, California. A catastrophic event where Mattel has important operations, such as an earthquake, tsunami, flood, typhoon, fire, power outage, or other natural or manmade disaster, including as a result of climate change, could disrupt Mattel's operations or those of its business partners and impair production or distribution of its products, damage inventory, interrupt critical functions, or otherwise affect its business negatively.

Any one of these factors, or a combination thereof, could impact Mattel's ability to meet demand for its products or could increase the costs of its products. To the extent any of these disruptions become prolonged or recur, particularly during seasonally high periods of production or distribution, Mattel's ability to meet demand may be materially impacted. Insurance for certain disruptions may not be available, affordable, or adequate. Such disruptions in the markets in which Mattel, its employees, consumers, customers, business partners, licensees, licensors, suppliers, and manufacturers operate, can have, and at times in the past have had, a significant negative impact on Mattel's business, liquidity, financial position, sales, and results of operations. In addition, the contingency plans Mattel has developed to help mitigate the impact of disruptions in its manufacturing operations and supply chain may not prevent its business, financial position, sales, and results of operations from being adversely affected by a significant disruption to its manufacturing operations or suppliers.

Political developments, including trade relations, and the threat or occurrence of war or terrorist activities, and/or trade actions could adversely impact Mattel, its personnel and facilities, its customers and suppliers, retail and financial markets, and general economic conditions.

Mattel's business is worldwide in scope, ~~including operations in over 50 countries~~ and ~~territories,~~political ~~and can be directly and indirectly impacted in a negative way by geopolitical tensions. Political~~ instability, civil unrest, the deterioration of the political, economic, or social situation in a country in which Mattel has significant sales or operations, or the breakdown of trade relations between the United States and a foreign country in which Mattel has significant manufacturing facilities or other operations, could adversely affect Mattel's business, financial condition, and results of operations. A change in trade status between the United States and a foreign country could result in a substantial increase in the import duty of toys manufactured in that foreign country and imported into the United States. For example, the United States has implemented certain trade actions directed at China, including imposing increased tariffs on certain goods imported into the United States from China, which has resulted in retaliatory tariffs by China. China has also implemented various trade actions directed at the United States. Further trade actions by the United States or China could result in diverting more production to, or sourcing from, countries other than China, and could cause customers in some countries or regions, such as China, to seek domestic or non-U.S. sources for products that Mattel sells, or to be pressured or incentivized by foreign governments not to purchase goods of U.S. companies, all of which could harm Mattel's future sales in these markets.

In addition, the United States, United Kingdom, and European Union, among other jurisdictions, have each imposed export controls, as well as financial and economic sanctions, currency controls, and other trade actions, on certain products, technologies, industry sectors, and parties in Russia as a result of the Russia-Ukraine war, which have resulted and could further result in retaliatory measures and actions by Russia. Any increased trade barriers or restrictions on global trade imposed by the United States, or further retaliatory trade measures or currency controls taken by China, Russia, or other countries in response, could further adversely affect Mattel's business, financial condition, and results of operations. The outcomes of, and disruptions

1716

associated with, upcoming elections in the United States and other jurisdictions in which Mattel operates could alter the political, economic, and regulatory landscape in ways that are unfavorable to Mattel's interests.

The occurrence of war or hostilities between countries or threat of terrorist activities, and the responses to and results of these activities, could adversely impact Mattel, its personnel and facilities, its customers and suppliers, retail and financial markets, and general economic conditions. For example, the global economy has been negatively impacted as a result of the Russia-Ukraine war, and Mattel's operations in Russia have experienced significant disruption. Mattel has paused all shipments into Russia and expects, for the foreseeable future, decreased revenues from Russia and Ukraine.

Global climate change, evolving stakeholder expectations for ~~corporate~~sustainability ~~responsibility~~ matters, and Mattel's related goals present challenges to its business and reputation that could adversely affect Mattel.

The effects of global climate change create financial, operational, and reputational risks to Mattel's business, both directly and indirectly. There is a general consensus that greenhouse gas ("GHG") emissions are linked to global climate change, and that these emissions must be reduced dramatically to avert the worst effects of climate change. Mattel's operations may be vulnerable to the adverse effects of climate change, which are predicted to increase the frequency and severity of weather events and other natural cycles such as wildfires, heatwaves, floods, and droughts. The effects of climate change may cause disruptions in Mattel's operations, including its supply chain and the productivity of its third-party manufacturers, increase Mattel's production costs, impose capacity restraints, and impact the types of products that consumers purchase, all of which may cause Mattel to suffer losses and additional costs to maintain or resume operations. Mattel may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for Mattel's products. ~~In addition, Mattel may incur capital expenditures, compliance costs, and other costs to comply with increasingly stringent environmental laws and enforcement policies.~~

AIn ~~variety of stakeholders~~addition, ~~including~~Mattel ~~regulators,~~may ~~investors,~~incur ~~advisory~~capital ~~firms~~expenditures, ~~rating~~compliance ~~agencies~~costs, and ~~customers,~~other ~~are~~costs ~~establishing~~to ~~laws,~~comply ~~regulations,~~with ~~expectations,~~increasingly ~~and/or~~stringent ~~assessments~~environmental ~~reflecting~~laws, ~~their~~compliance ~~expectations~~reporting, ~~for corporate practices related to climate change~~ and ~~other~~enforcement ~~corporate~~policies. ~~responsibility~~Governments ~~matters.~~around Inthe ~~August~~world ~~2021,~~are ~~Mattel~~increasingly ~~announced~~focused ~~its~~on ~~goal~~enacting tolaws ~~reduce~~and ~~absolute~~regulations ~~Scope~~regarding 1climate change and ~~Scope~~regulation 2of GHG emissions. ~~50%~~Lawmakers byand ~~2030~~regulators ~~(versus~~in athe ~~2019~~United ~~baseline).~~States ~~Mattel~~and ~~has~~certain ~~subsequently~~jurisdictions ~~established~~where ~~additional~~Mattel ~~goals~~operates ~~related~~have toproposed ~~environmental,~~or ~~social,~~enacted ~~and~~regulations ~~governance~~requiring ~~("ESG")~~reporting ~~matters.~~of ~~Such~~GHG ~~goals~~emissions ~~are~~and ~~based~~the onrestriction ~~management's~~thereof, ~~current~~including ~~assumptions~~increased ~~related~~fuel toefficiency ~~scientific or technological developments~~standards, carbon ~~markets,~~taxes ~~the~~or ~~workforce~~cap and ~~hiring~~trade ~~market~~systems, ~~and~~restrictive ~~other~~permitting, ~~matters~~and ~~that~~incentives ~~are~~for ~~subject~~renewable toenergy. ~~change~~For example, in ~~the~~October ~~future~~2023, asCalifornia ~~well~~enacted aslegislation ~~standards~~addressing ~~for~~the ~~measuring~~disclosure ~~progress~~of ~~that~~GHG ~~are~~emissions, ~~still~~climate-related inrisks, ~~development~~environmental claims, and ~~subject~~the touse aor ~~number~~sale of ~~significant~~voluntary ~~risks~~carbon ~~and uncertainties~~offsets. ~~Mattel's~~The ~~efforts~~Securities toand beExchange ~~responsive~~Commission torecently ~~climate~~adopted ~~change,~~a tomandatory ~~reduce~~climate ~~its~~change ~~carbon~~reporting ~~footprint,~~framework ~~and~~that ~~regarding~~is ~~other~~likely ~~ESG~~to ~~matters~~materially ~~cannot~~increase ~~provide~~the ~~assurance~~amount ~~that~~of ~~Mattel will successfully achieve its ESG goals~~time, ~~that related costs may not be higher than expected~~monitoring, ~~that~~diligence ~~proposed~~and ~~regulation~~reporting orcosts ~~deregulation~~ related to ~~climate~~these ~~change and other ESG~~ matters. ~~will~~Global ~~not~~efforts behave ~~more~~been ~~aggressive~~made ~~than~~and ~~Mattel's~~continue ~~measures~~to ~~and~~be ~~result~~made in ~~higher~~the ~~costs~~international ~~(or~~community ~~require~~toward ~~additional~~the ~~resources),~~adoption orof ~~that~~international ~~any~~treaties ~~investments~~or ~~Mattel~~protocols ~~makes~~that inwould ~~furtherance~~address ofglobal ~~achieving~~climate ~~such~~change ~~goals~~issues. ~~will~~In ~~meet~~January ~~expectations~~2023, orthe ~~any~~EU ~~applicable~~enacted ~~binding~~the orCorporate ~~non-binding~~Sustainability ~~legal~~Reporting ~~standards~~Directive, ~~any~~which ~~one~~will ofrequire ~~which~~sustainability ~~could~~reporting ~~have~~across ana ~~adverse~~broad ~~effect~~range onof ~~Mattel's~~sustainability ~~financial~~topics ~~condition,~~for ~~results~~both ofEU ~~operations,~~and ornon-EU ~~reputation~~companies.

~~Mattel's~~A ~~failure~~variety of other stakeholders, orincluding ~~perceived~~regulators, ~~failure~~investors, toadvisory ~~achieve~~firms, ~~its~~rating ~~goals~~agencies, ~~regarding~~and ~~climate~~customers, ~~change~~are establishing laws, regulations, expectations, and/or ~~other~~assessments ~~ESG~~reflecting ~~matters~~their ~~could~~expectations ~~damage~~for ~~its~~corporate ~~reputation,~~practices ~~causing~~related ~~investors,~~to ~~consumers,~~climate change and other ~~stakeholders~~corporate toresponsibility ~~lose~~matters. ~~confidence~~In inAugust 2021, Mattel ~~and~~announced its ~~brands,~~goal to reduce absolute Scope 1 and ~~negatively~~Scope ~~impact~~2 ~~Mattel's~~GHG ~~operations.~~emissions ~~Climate-related~~50% ~~litigation~~by ~~has~~2030 ~~increased~~(versus ina ~~recent~~2019 ~~years,~~baseline). ~~including~~Mattel ~~claims~~has ~~involving~~subsequently ~~the~~established ~~failure~~additional ofgoals ~~organizations~~related to ~~mitigate~~sustainability ~~their~~matters. ~~impacts~~Such ongoals ~~climate~~are ~~change,~~based ~~the~~on ~~failure~~Mattel ofmanagement's ~~organizations~~current toassumptions ~~adapt~~related to ~~climate~~scientific ~~change~~or technological developments, ~~and~~carbon markets, the ~~insufficiency~~workforce ofand ~~disclosure~~hiring ~~around~~market, ~~material~~and ~~financial~~other ~~risks~~matters orthat ~~inaccuracy~~are ofsubject ~~climate-related~~to ~~disclosure.~~change ~~Additionally,~~in asthe ~~consumers~~future and ~~customers~~which ~~continue~~are tooutside ~~put~~of anMattel's ~~increased~~control, ~~priority~~as onwell ~~purchasing~~as ~~products~~standards for measuring progress that are ~~sustainably~~still ~~manufactured~~in ~~and packaged~~development, ~~Mattel~~and ~~may~~subject ~~need~~ to ~~incur~~a ~~increased~~number ~~costs~~of insignificant ~~order~~risks toand ~~effectively~~uncertainties. ~~source~~Mattel's ~~materials~~efforts ~~that~~to ~~are~~be ~~more~~responsive ~~sustainable~~to climate change, asto ~~well~~reduce asits ~~increased~~carbon ~~costs~~footprint, ~~for~~and ~~additional~~regarding ~~transparency,~~other ~~due~~sustainability ~~diligence,~~matters ~~and~~cannot ~~reporting.~~provide Ifassurance that Mattel's ~~ESG~~will ~~practices~~successfully doachieve ~~not~~its ~~meet~~sustainability goals, orthat ~~are~~related costs may not ~~viewed~~be ashigher ~~meeting~~than expected, ~~investor~~that proposed regulation or ~~other~~deregulation ~~stakeholder~~related ~~expectations~~to ~~and~~climate ~~standards~~change ~~(which~~and ~~are~~other ~~continually~~sustainability ~~evolving~~matters ~~and~~will ~~may~~not ~~emphasize~~be ~~different~~more ~~priorities~~aggressive than ~~the~~Mattel's ~~ones~~measures ~~Mattel~~and ~~chooses~~result toin ~~focus~~higher oncosts (or require additional resources), or ifthat any investments Mattel ~~does~~makes ~~not~~in furtherance of achieving such goals will meet expectations for all stakeholders or ~~appears~~any ~~not~~applicable tobinding ~~achieve~~or ~~its~~non-binding ~~ESG~~legal ~~goals~~standards, ~~then~~any one of which could have an adverse effect on Mattel's ~~brand,~~financial ~~reputation~~condition, ~~and~~results ~~employee~~of ~~retention~~operations, ~~may~~or ~~be negatively impacted~~reputation.

Climate-related litigation has increased in recent years, including claims involving the failure of organizations to mitigate their impacts on climate change, the failure of organizations to adapt to climate change, and the insufficiency of disclosure around material financial risks or inaccuracy of climate-related disclosure. Additionally, as consumers and customers continue to put an increased priority on purchasing products that are sustainably manufactured and packaged, Mattel may need to incur increased costs in order to effectively source materials that are more sustainable, as well as increased costs for additional transparency, due diligence, and reporting. If Mattel's sustainability practices do not meet, or are not viewed as meeting, investor or other stakeholder expectations and standards (which are continually evolving and may emphasize different priorities than the ones Mattel chooses to focus on), or if Mattel does not or appears not to achieve its sustainability goals, then investors, consumers, and other stakeholders could lose confidence in Mattel and its brands, damaging Mattel's reputation and negatively impacting operations.

Financial and Accounting

To the extent Mattel is unable to realize the anticipated cost savings from its previously announced cost savings programs or incurs additional and/or unexpected costs to realize such cost savings, Mattel's business, financial condition, and results of operations could be adversely affected.

Mattel has implemented and continues to implement a series of cost savings programs as described in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Cost Savings Programs." Mattel incurred costs within operating income of $34.3 million, $35.2 million, and $40.6 million in 2022, 2021, and 2020, respectively, to achieve such cost savings, and expects to incur additional costs during 2023.

18There can be no assurance that Mattel will be able to realize the cost savings from its previously announced cost savings programs in the anticipated amounts or within the anticipated timeframes or at all, or that the impact of the efforts to achieve such cost savings will not be significantly different than currently anticipated. In addition, any cost savings that Mattel realizes may be offset, in whole or in part, by reductions in net sales or through increases in other expenses. Failure to realize the expected cost savings from these cost savings programs could have an adverse effect on Mattel's business, financial condition, and results of operations.

There can be no assurance that Mattel will be able to realize the cost savings from its previously announced cost savings programs in the anticipated amounts or within the anticipated timeframes or at all. In addition, any cost savings that Mattel realizes may be offset, in whole or in part, by reductions in net sales or through increases in other expenses. Failure to realize the expected cost savings from these cost savings programs could have an adverse effect on Mattel's business, financial condition, and results of operations.

The amounts of anticipated cost savings and anticipated expenses related thereto are based on Mattel's current estimates, but they involve risks, uncertainties, assumptions, and other factors that may cause actual results, performance, or achievements to be materially different from those described herein. Assumptions relating to the plans and amounts related thereto involve subjective decisions and judgments with respect to, among other things, the estimated impact of certain operational adjustments, including marketing efficiency, labor management, material input cost fluctuations, plant transition costs, and other cost and savings adjustments, as well as future economic, competitive, industry and market conditions, and future business decisions, all of which are inherently uncertain and may be beyond the control of Mattel's management. Although Mattel's management believes these estimates and assumptions to be reasonable, there can be no assurance that the assumptions or estimates described herein will prove to be accurate or that the objectives and plans expressed will be achieved. Neither Mattel's independent registered public accounting firm nor any other independent registered public accounting firm, has examined, compiled, or performed any procedures with respect to these amounts, nor have they expressed any opinion, or any other form of assurance, on such information or their achievability.

Accordingly, there can be no assurance that the anticipated cost savings will be realized or that the impact of the efforts to achieve such cost savings will not be significantly different than currently anticipated. Mattel undertakes no obligation to update or otherwise revise or reconcile its expectations regarding its cost savings efforts, whether as a result of new information, future events, or otherwise.

Mattel has in the past engaged, and may in the future engage, in acquisitions, mergers, dispositions, or other strategic transactions, which can affect Mattel's revenues, profit, profit margins, debt-to-capital ratio, capital expenditures, or other aspects of Mattel's business. In addition, Mattel has certain anti-takeover provisions in its bylaws that may make it more difficult for a third party to acquire Mattel without its consent, which may adversely affect Mattel's stock price.

Mattel regularly considers, and from time to time engages in, discussions and negotiations regarding acquisitions, mergers, dispositions, or other strategic transactions that could affect the profit, revenues, profit margins, debt-to-capital ratio, capital expenditures, or other aspects of Mattel's business. There can be no assurance that Mattel will be able to identify suitable acquisition targets or merger partners or that, if identified, it will be able to complete these transactions on terms acceptable to Mattel and to potential acquisition targets or merger partners. There can also be no assurance that Mattel will be successful in integrating any acquired company into its overall operations, or that any such acquired company will operate profitably or will not otherwise adversely impact Mattel's results of operations. Further, Mattel cannot be certain that key talented individuals at those acquired companies will continue to work for Mattel after the acquisition or that they will continue to develop popular and profitable products or services. In addition, Mattel has certain anti-takeover provisions in its bylaws that may make it more difficult for a third party to acquire Mattel without its consent, which may adversely affect Mattel's stock price.

The level of returns on pension plan assets and the actuarial assumptions used for valuation purposes could affect Mattel's earnings in future periods. Changes in standards and government regulations could also affect its pension plan expense and funding requirements.

Assumptions used in determining projected benefit obligations and the fair value of plan assets for Mattel's pension plan are evaluated by Mattel in consultation with outside actuaries. In the event that Mattel determines that changes are warranted in the assumptions used, such as the discount rate or expected long term rate of return, its future pension benefit expenses could increase or decrease. Due to changing market conditions or changes in the participant population, the actuarial assumptions that Mattel uses may differ from actual results, which could have an impact on its pension and postretirement liability and related costs. Funding obligations are determined based on the value of assets and liabilities on a specific date as required under relevant government regulations for each plan. Future pension funding requirements, and the timing of funding payments, could be affected by legislation enacted by the relevant governmental authorities.

1918

If Mattel's goodwill becomes impaired, Mattel's results of operations could be adversely affected.

Goodwill accounts for a significant amount of Mattel's assets. Mattel tests its goodwill for impairment annually or more often if an event or circumstance indicates that an impairment may have occurred. For purposes of evaluating whether goodwill is impaired, goodwill is allocated to various reporting units, which are at the operating segment level. Declines in profitability of Mattel's reporting units may impact the fair value of its reporting units, which could result in an impairment of its goodwill, adversely affecting its results of operations. For more information, see Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Application of Critical Accounting Policies and Estimates—Goodwill" and Part II, Item 8 "Financial Statements and Supplementary Data—Note 3 to the Consolidated Financial Statements—Goodwill and Intangible Assets, Net."

Mattel's stock price has been volatile over the past several years and could decline in the future, resulting in losses for Mattel's investors.

All the factors discussed in this section or any other material announcements or events can affect Mattel's stock price. In addition, quarterly fluctuations in Mattel's operating results, changes in investor and analyst perception of Mattel's business risks and conditions of its business, Mattel's ability to meet earnings estimates and other performance expectations of financial analysts or investors, unfavorable commentary or downgrades of Mattel's stock by research analysts, fluctuations in the stock prices of Mattel's peer companies or in stock markets in general, and general economic or political conditions can also cause the price of Mattel's stock to change. A significant drop in the price of Mattel's stock would expose Mattel to the risk of securities class action lawsuits, which could result in substantial costs and divert management's attention and resources, with the potential to adversely affect Mattel's business. For example, Mattel and certain other defendants have recently been party to certain class actions and certain derivative actions. For more information, see Part II, Item 8 "Financial Statements and Supplementary Data—Note 1213 to the Consolidated Financial Statements—Commitments and Contingencies—Litigation."

~~Ineffective~~Mattel identified a material weakness in its internal control over financial reporting which, if not remediated appropriately or timely, could affect Mattel's ability to record, process, and report financial information accurately, impair its ability to prepare financial statements, negatively affect investor confidence, and cause reputational harm.

Effective internal controls are necessary for ~~companies~~Mattel to provide reliable and accurate financial reporting and financial statements for external purposes in accordance with generally accepted accounting principles. A failure to maintain effective internal control ~~processes~~over financial reporting could lead to violations, unintentional or otherwise, of laws and regulations. InAs ~~the~~disclosed ~~past~~in Part II, ~~Mattel~~Item ~~has~~9A "Controls and Procedures," Mattel determined that there ~~were~~is ~~certain~~a material ~~weaknesses~~weakness in its internal control over financial reporting and as a result, ~~which~~its ~~have~~disclosure ~~since~~controls ~~been~~and ~~remediated~~procedures and internal control over financial reporting are not effective as of December 31, 2023. IfWhile Mattel is actively engaged in the ~~additional~~planning ~~controls~~for, and ~~procedures~~implementation ~~that~~of, ~~Mattel~~remediation ~~has~~efforts ~~implemented~~ to ~~remediate~~address the material ~~weaknesses~~weakness, ~~prove~~there tocan be ~~insufficient~~no orassurance ifthat the efforts will fully remediate the material weakness in a timely manner. If Mattel ~~identifies~~is ~~other~~unable ~~control~~to ~~deficiencies~~remediate ~~that~~the ~~individually~~material weakness, or ~~together~~is ~~constitute~~otherwise ~~significant~~unable ~~deficiencies~~to maintain effective internal control over financial reporting or ~~material~~disclosure ~~weaknesses~~controls and procedures, Mattel's ability to record, process, and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected. Litigation, government investigations, or regulatory enforcement actions arising out of any such failure or alleged failure could subject Mattel to civil and criminal penalties that could materially and adversely affect Mattel's reputation, financial condition, and operating results. ~~Similarly,~~The ~~the~~material ~~control deficiency~~weakness, remediation efforts, and any related litigation, government investigations, or regulatory enforcement actions will require management attention and resources, and cause Mattel to incur unanticipated costs, and could negatively affect investor confidence in Mattel's financial statements, cause Mattel reputational harm, and raise other risks to its operations.

Legal and Regulatory

Mattel relies extensively on information technology in its operations, and any material failure, inadequacy, interruption, or security breach of that technology could have an adverse effect on its business, financial condition, and results of operations.

Mattel relies extensively on information technology systems across its operations, including for management of its supply chain, sale and delivery of its products and services, reporting its results of operations, collection and storage of consumer data, personal data of customers, employees and other stakeholders, and various other processes and transactions. If Mattel does not allocate and effectively manage the resources necessary to build, sustain, and ~~sustain~~protect ~~the~~an ~~proper~~appropriate technology infrastructure, it could be subject to transaction errors, processing inefficiencies, loss of customers, business disruptions, shutdowns, or loss of or damage to intellectual property through security breach. Many of these systems are managed by third-party service providers. Mattel relies on such third parties to provide services on a timely and effective basis, but Mattel ultimately does not control their performance. Mattel uses third-party technology and systems for a variety of reasons, including, without limitation, encryption and authentication technology, employee email, content delivery to customers, regulatory compliance, back-office support, and other functions. A small and growing volume of Mattel's consumer products and services are web-based, and some are offered in conjunction with business partners or such third-party service providers. In addition, Mattel's distributors, suppliers, and other external business partners utilize their own information technology systems that are subject to similar risks to Mattel as described above. Their failure to perform as expected or as required by contract, or a cyber-attack on them that disrupts their systems, could result in significant disruptions and costs to Mattel's operations or, in the case of third-party service providers, a penetration of Mattel's systems. Mattel and its business partners and third-party service providers collect, process, store, and transmit consumer data, including personal and payment information, in connection with those products and services. Failure to follow applicable regulations related to those activities, or to prevent or mitigate data loss or other security breaches, including breaches of Mattel's business partners' technology and systems, can expose Mattel or its customers to a risk of loss or misuse of such information, which can adversely affect Mattel's operating results, result in regulatory enforcement, other litigation and potential liability for Mattel, and otherwise harm its business. Mattel's ability to effectively manage its business and coordinate the production, distribution, and sale of its products and services depends significantly on the reliability and capacity of these systems and third-party service providers.

encryption and authentication technology, employee email, content delivery to customers, regulatory compliance, back-office support, and other functions. A small and growing volume of Mattel's consumer products and services are web-based, and some are offered in conjunction with business partners or such third-party service providers. In addition, Mattel's distributors, suppliers, and other external business partners utilize their own information technology systems that are subject to similar risks to Mattel as described above. Their failure to perform as expected or as required by contract, or a cyber-attack on them that disrupts their systems, could result in significant disruptions and costs to Mattel's operations or, in the case of third-party service providers, a penetration of Mattel's systems. Mattel and its business partners and third-party service providers collect, process, store, and transmit consumer data, including personal and payment information, in connection with those products and services. Failure to follow applicable regulations related to those activities, or to prevent or mitigate data loss or other security breaches, including breaches of Mattel's business partners' technology and systems, can expose Mattel or its customers to a risk of loss or misuse of such information, which can adversely affect Mattel's operating results, result in regulatory enforcement, other litigation and potential liability for Mattel, and otherwise harm its business. Mattel's ability to effectively manage its business and coordinate the production, distribution, and sale of its products and services depends significantly on the reliability and capacity of these systems and third-party service providers.

Mattel has exposure to security risks similar to those faced by other large companies that have data stored on their information technology systems, such as security breaches, cyber-attacks, and other hacking activities such as denial of service, malware, and ransomware, and is not always successful in preventing attacks or other cyber incidents. For example, in July 2020, Mattel experienced a ransomware attack. That attack was contained, Mattel restored its operations, and no exfiltration of any sensitive business data or retail customer, supplier, consumer, or employee data was identified; however, there can be no assurance that Mattel will be able to mitigate negative impacts in the same way in the event of future attacks or other cyber incidents.

The systems and processes that Mattel has developed to protect personal information and prevent data loss and other security breaches, including systems and processes designed to prevent, detect, and minimize the impact of a security breach at a third-party provider as well as enhancements to the security of Mattel's systems and processes following the July 2020 ransomware attack, do not provide absolute security, and any failure or inadequacy of such systems or processes could have an adverse effect on Mattel's business, financial condition, and results of operations. While Mattel carries cyber and business continuity insurance commensurate with its size and the nature of its operations, there can be no guarantee that costs incurred as a result of cyber events will be covered completely. The recent global shift to remote work environments (including for Mattel's employees, customers, sellers, suppliers, vendors, and other third parties) may amplify these security risks or introduce additional security vulnerabilities. Additionally, AI may increase the frequency or efficacy of cyberattacks against Mattel.

Mattel's information systems require an ongoing commitment of significant resources to maintain, upgrade and enhance existing systems and develop or contract for new systems in order to keep pace with continuing changes in information processing technology, emerging cybersecurity risks and threats, evolving industry, legal and regulatory standards and requirements, and other changes in Mattel's business, among other things. Mattel has made and expects to continue to make significant investments in updating and integrating IT systems; however, those investments could turn out to be insufficient or fail to yield the expected results. If Mattel's or its third-party service providers' systems fail to operate effectively or are damaged, destroyed, or shut down, or there are problems with transitioning to upgraded or replacement systems, or there are future security breaches in these systems, any of which could occur as a result of natural disasters, software or equipment failures, telecommunications failures, loss or theft of equipment, acts of terrorism, circumvention of security systems, or other cyber-attacks, including denial-of-service attacks, Mattel could experience delays or decreases in product sales and reduced efficiency of its operations. Additionally, any of these types of events could lead to violations of privacy laws, loss of customers, or loss, misappropriation or corruption of confidential information, trade secrets, or data, which could expose Mattel to potential litigation, regulatory actions, sanctions, or other statutory penalties, any or all of which could adversely affect its business and cause it to incur significant losses and remediation costs.

If Mattel fails to comply with applicable U.S. and foreign laws related to privacy, data security, AI, and data protection, it could adversely affect Mattel's operating results and financial condition.

As a global company, Mattel is subject to a variety of continuously evolving and developing laws and regulations in the United States and abroad regarding privacy, data protection, AI, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data. For example, Mattel is or may become subject to a variety of laws and regulations such as the European Union's General Data Protection Regulation ("GDPR"), EU Artificial Intelligence Act ("EU AI Act"), China's Personal Information Protection Law ("PIPL"), California's Consumer Privacy Act ("CCPA"), or the U.S. Children's Online Privacy Protection Act of 1998 ("COPPA") regarding privacy, data protection, AI (including automated decision-making) and data security. These laws and regulations are continuously evolving and developing, creating significant uncertainty as privacy and data protection laws may be interpreted and applied differently from country to country and may create inconsistent or conflicting requirements. For example, the GDPR, which greatly increases the jurisdictional reach of EU law and became effective in May 2018, added a broad array of requirements for handling personal data, including the public disclosure of significant data breaches, and imposes substantial penalties for non-compliance. China's PIPL imposes additional operational requirements relating to processing personal information and provides for penalties and enforcement mechanisms. China has recently enacted complex and highly restrictive cybersecurity, data localization, and cross border data transfer laws. The CCPA requires covered companies to provide additional disclosures and data rights to data subjects. The California Privacy Rights Act ("CPRA"), which became operative on January 1, 2023, established the California Privacy Protection Agency to enforce Californians' privacy rights under the CCPA. Since the CCPA was enacted, several other states have enacted similar comprehensive privacy schemes.

Mattel's ongoing compliance with the GDPR and other privacy and data protection laws, such as the PIPL, CCPA, CPRA, and COPPA, imposes significant costs and challenges that are likely to increase over time, including as Mattel introduces sophisticated digital and smart technology products. Given that the scope, interpretation, and application of these laws and regulations are often uncertain and may be in conflict across jurisdictions, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or Mattel's practices. Any failure, or perceived failure, by Mattel or third-party service providers to comply with Mattel's privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personal data, may result in governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on Mattel's operating results and financial condition. 20

the jurisdictional reach of EU law and became effective in May 2018, added a broad array of requirements for handling personal data, including the public disclosure of significant data breaches, and imposes substantial penalties for non-compliance. The EU AI Act, which is expected to become effective in the coming years, imposes certain requirements and limitations on developers and deployers of AI systems designated as "high risk," including in some cases AI systems designed for interaction with children. The requirements will apply to companies based outside the EU but operating on the EU market, and will carry the potential for substantial penalties for non-compliance. China's PIPL imposes additional operational requirements relating to processing personal information and provides for penalties and enforcement mechanisms. China has recently enacted complex and highly restrictive cybersecurity, data localization, and cross border data transfer laws. The CCPA requires covered companies to provide additional disclosures and data rights to data subjects. The California Privacy Rights Act ("CPRA"), which became operative on January 1, 2023, established the California Privacy Protection Agency to enforce Californians' privacy rights under the CCPA. Since the CCPA was enacted, several other states have enacted and are in the process of enacting similar comprehensive privacy schemes, certain of which also impose obligations on companies developing and using AI or automated decision-making technologies.

Mattel's ongoing compliance with the GDPR and other privacy and data protection laws, such as the PIPL, CCPA, CPRA, and COPPA, as well as initiatives to comply with new legal regimes relating to privacy, data protection, and AI, imposes significant costs and challenges that are likely to increase over time, including as Mattel introduces sophisticated digital and smart technology products, including products that incorporate AI. Given that the scope, interpretation, and application of these laws and regulations are often uncertain and may be in conflict across jurisdictions, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or Mattel's practices. Any failure, or perceived failure, by Mattel or third-party service providers to comply with Mattel's privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personal data, may result in governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on Mattel's operating results and financial condition.

Mattel faces risks related to protecting its proprietary intellectual property and information and is subject to third-party claims that Mattel is infringing on their intellectual property rights, either of which could adversely affect Mattel's business, financial condition, and results of operations.

The value of Mattel's business depends on its ability to protect its intellectual property and information, including its trademarks, trade names, copyrights, patents, trade secrets, and rights under intellectual property license agreements and other agreements with third parties, in the United States and around the world, as well as its customer, employee, and consumer data. From time to time, third parties have challenged, and may in the future try to challenge, Mattel's ownership of its intellectual property in the United States and around the world. Responding to any infringement claim, regardless of its validity, may be costly and time-consuming and may divert management and key personnel from business operations. Findings of infringement on the intellectual property rights of any third party by Mattel, its distributors, its licensors, or its manufacturers may require obtaining a license to use those rights, which may not be obtainable on reasonable terms, if at all.

22In addition, Mattel's business is subject to the risk of third parties counterfeiting its products or infringing on its intellectual property rights. The legal landscape for some new technologies, including AI (particularly generative AI), remains uncertain, and development of the law in this area could impact Mattel's ability to protect against potentially infringing uses associated with both the development and use of AI. In addition, the availability of copyright protection and other legal protections for IP generated by certain new technologies, such as generative AI, is uncertain. The steps Mattel has taken may not prevent unauthorized use of its intellectual property, particularly in foreign countries where the laws may not protect its intellectual property as fully as in the United States. Mattel at times resorts to litigation to protect its intellectual property rights, which could result in substantial costs and diversion of resources. Mattel's failure to protect its proprietary intellectual property and information, including with respect to any successful challenge to Mattel's ownership of its intellectual property or significant infringements of its intellectual property, could have an adverse effect on Mattel's business, financial condition, and results of operations.

In addition, Mattel's business is subject to the risk of third parties counterfeiting its products or infringing on its intellectual property rights. The steps Mattel has taken may not prevent unauthorized use of its intellectual property, particularly in foreign countries where the laws may not protect its intellectual property as fully as in the United States. Mattel at times resorts to litigation to protect its intellectual property rights, which could result in substantial costs and diversion of resources. Mattel's failure to protect its proprietary intellectual property and information, including with respect to any successful challenge to Mattel's ownership of its intellectual property or significant infringements of its intellectual property, could have an adverse effect on Mattel's business, financial condition, and results of operations.

Mattel has acquired, and may in the future acquire, certain intellectual property from third parties. Declines in the profitability of these acquired brands may impact Mattel's ability to recover the carrying value of the related assets and could result in an impairment charge. Reduction in net earnings caused by impairment charges could harm Mattel's results of operations.

Unfavorable resolution of, or adverse developments in, legal proceedings, other investigations, or regulatory matters could have an adverse effect on Mattel's business, financial condition, and results of operations.

Mattel is, from time to time, involved in litigation or other disputes, investigations, and regulatory matters. An unfavorable resolution of these matters could have an adverse effect on Mattel's business, financial condition, and results of operations. Regardless of their outcome, these matters may result in substantial costs and expenses, significantly divert the attention of management, or interrupt Mattel's normal business operations. There can be no assurance that Mattel will be able to prevail in, or achieve a favorable settlement of, any of these matters. For more information, see Part II, Item 8 "Financial Statements and Supplementary Data—Note 12 to the Consolidated Financial Statements—Commitments and Contingencies—Litigation."

attention of management, or interrupt Mattel's normal business operations. There can be no assurance that Mattel will be able to prevail in, or achieve a favorable settlement of, any of these matters. For more information, see Part II, Item 8 "Financial Statements and Supplementary Data—Note 13 to the Consolidated Financial Statements—Commitments and Contingencies—Litigation."

Mattel is subject to various laws and government policies or regulations in numerous jurisdictions, violation of which could subject it to sanctions. In addition, changes in such laws or policies or regulations may lead to increased costs, changes in Mattel's effective tax rate, or the interruption of normal business operations that could adversely affect Mattel's business, financial condition, and results of operations.

Mattel operates in a highly regulated environment in the United States and international markets. U.S. federal, state, and local governmental entities, and foreign governments regulate many aspects of Mattel's business, including its products and the importation and exportation of its products, and these laws and regulations can change frequently. These policies or regulations include accounting standards, taxation requirements (including changes in applicable income tax rates, new tax laws, and revised tax law interpretations), product safety and other safety standards, trade restrictions, duties and tariffs (including international trade laws and regulations, export controls, and economic sanctions), regulations regarding currency and financial matters, anticorruption standards (such as the U.S. Foreign Corrupt Practices Act), environmental matters, advertising directed toward children, product content, and privacy and data protection, as well as other administrative and regulatory restrictions. In addition, as Mattel enters into new areas of investment, product development, or other business activities, it will have to learn to navigate the regulatory framework surrounding those areas, which may be continuing to develop. For example, Mattel has launched several non-fungible token projects, and its own digital collectibles marketplace. Mattel may continue to make investments involving cryptocurrency and may transact in cryptocurrency, and must comply with applicable regulations, which continue to evolve. The steps Mattel takes to comply with these laws, regulations, and policies do not ensure that Mattel will be in compliance in the future. Compliance with these various laws, regulations, and policies imposes significant costs on Mattel's business, and failure to comply could result in monetary liabilities and other penalties and could lead to negative media attention and consumer dissatisfaction, which could have an adverse effect on Mattel's business, financial condition, and results of operations.

New tax laws and interpretations of tax law are taken into account for financial statement purposes in the quarter or year that they become applicable. ~~Mattel~~The isOrganization ~~actively~~for ~~monitoring~~Economic ~~proposals~~Co-operation ~~such~~and Development reached an agreement among various countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as ~~the~~Pillar ~~Global~~Two. ~~Minimum~~Many ~~Tax~~countries ("continue to announce changes in their tax laws and regulations based on the Pillar ~~II")~~Two ~~from~~rules. Mattel is continuing to evaluate the ~~Organisation~~impact ~~for~~of ~~Economic~~these ~~Co-operation~~proposed and ~~Development~~enacted legislative changes as new guidance becomes available. AsSome ~~countries~~of ~~adopt~~the ~~and~~legislative ~~enact~~changes ~~Pillar~~could ~~II,~~impact Mattel'’s ~~provision~~effective ~~for~~tax ~~income~~rate ~~taxes~~and tax liabilities. When and ~~income~~how ~~taxes~~these ~~payable~~rules are adopted or enacted by various countries in which Mattel does business could increase tax complexity and uncertainty and may beadversely ~~impacted~~affect Mattel’s worldwide effective tax rate, income tax expense, and cash flows. Mattel is subject to regular review and audit by both domestic and foreign tax authorities. Tax authorities are increasingly scrutinizing the tax positions of companies and Mattel has tax audits pending in several jurisdictions. If the U.S. or ~~other~~ foreign tax authorities change applicable tax laws or successfully challenge how or where Mattel's profits are currently recognized, Mattel's overall taxes could increase, and Mattel's business, financial condition or results of operations may be adversely impacted.

In addition, increases in import and excise duties and/or sales or value added taxes in the jurisdictions in which Mattel operates could affect the affordability of Mattel's products and, therefore, reduce demand.

From time to time, issues with products lead to product liability, personal injury or property damage claims, recalls, withdrawals, replacements of products, or regulatory or other actions by governmental authorities, which could divert resources, affect business operations, decrease sales, increase costs, and put Mattel at a competitive disadvantage, any of which could have an adverse effect on Mattel's business, financial condition, and results of operations.

Mattel has in the past experienced, and may in the future experience, issues with products that lead to product liability, personal injury or property damage claims, recalls, withdrawals, replacements of products, or regulatory actions by governmental authorities. These issues and activities have resulted in increased governmental scrutiny and inquiries, harm to Mattel's reputation, reduced demand by consumers for its products, decreased willingness by retailer customers to purchase or provide marketing support for those products, adverse impacts on Mattel's ability to enter into licensing agreements for products on competitive terms, absence or increased cost of insurance, or additional safety and testing requirements. For example, the insurance terms Mattel negotiated for certain prior periods were less favorable than preceding periods as a result of past claims, product liability incidents, changes in market conditions, and other factors. These issues and activities can divert development and management resources, adversely affect Mattel's business operations, decrease sales, increase legal fees and other costs, and put Mattel at a competitive disadvantage compared to other manufacturers not affected by similar issues with products, any of which could have an adverse effect on Mattel's business, financial condition, and results of operations.

Mattel's current and future operating procedures and product requirements may increase costs, adversely affect its relationship with vendors, and make it more difficult for Mattel to produce, purchase, and deliver products on a timely basis to meet market demands. Future conditions may require Mattel to adopt further changes that may increase its costs and further affect its relationship with vendors.

Mattel's current operating procedures and product requirements, including testing requirements and standards, have imposed costs on both Mattel and the vendors from which it purchases products. Changes in business conditions, including those resulting from new legislative and regulatory requirements, have in the past caused, and in the future could cause, further revisions of Mattel's operating procedures and product requirements. Changes in Mattel's operating procedures and product requirements can delay delivery of products and increase costs. Mattel's relationships with its existing vendors may be adversely affected as a result of these changes, making Mattel more dependent on a smaller number of vendors. Mattel is not currently dependent on a single supplier or group of suppliers. Some vendors may choose not to continue to do business with Mattel or not to accommodate Mattel's needs to the extent that they have done in the past. In addition, rising production costs, contraction of credit availability, and labor shortages have caused a substantial contraction in the number of toy manufacturers in China and other countries in Asia, decreasing the number of potential vendors to manufacture Mattel's products. Because of the seasonal nature of Mattel's business and the demands of its customers for deliveries with short lead times, Mattel depends upon the cooperation of its vendors to meet market demand for its products in a timely manner. There can be no assurance that existing and future events will not require Mattel to adopt additional requirements and incur additional costs, and impose those requirements and costs on its vendors, which may adversely affect its relationship with those vendors and Mattel's ability to meet market demand in a timely manner.

Indebtedness

Mattel's substantial indebtedness could adversely affect its ability to raise additional capital to fund its operations, limit its ability to react to changes in the economy or its industry, and expose it to interest rate risk to the extent of its variable rate debt.

At December 31, ~~2022~~2023, Mattel had $2.33 billion of indebtedness on a consolidated basis, consisting primarily of 3.375% Senior Notes due 2026, 5.875% Senior Notes due 2027, and 3.750% Senior Notes due 2029, as well as Senior Notes issued in prior years. In addition, Mattel has $1.40 billion of commitments under its ~~senior secured~~ revolving credit facility. For more information, see Part II, Item 8 "Financial Statements and Supplementary Data—Note 56 to the Consolidated Financial Statements—Seasonal Financing and Debt."

Subject to the limits contained in the credit agreement that governs Mattel's ~~senior secured~~ revolving credit facility, the indentures that govern the notes, and Mattel's other debt instruments, Mattel may incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. To the extent Mattel does so, the risks related to Mattel's high level of debt would increase. Specifically, Mattel's substantial indebtedness could have important consequences. For example, it could:

•Require Mattel to dedicate a substantial portion of its cash flow from operations to payments on Mattel's indebtedness, thereby reducing the availability of Mattel's cash flow to fund acquisitions, working capital, capital expenditures, research and development efforts, and other general corporate purposes;

•Increase Mattel's vulnerability to, and limit Mattel's flexibility in planning for or reacting to, changes in its business and the industries in which it operates;

•Restrict Mattel from making strategic acquisitions or cause Mattel to make non-strategic divestitures;

•Expose Mattel to the risk of increased interest rates as borrowings under its ~~senior secured~~ revolving credit facility will be subject to variable rates of interest;

•Expose Mattel to additional risks related to currency exchange rates and repatriation of funds;

•Place Mattel at a competitive disadvantage compared to its competitors that have less debt; and

•Limit Mattel's ability to obtain additional debt or equity financing for working capital, capital expenditures, business development, debt service requirements, acquisitions, and general corporate or other purposes.

Mattel's credit ratings have fluctuated in recent years. If Mattel's credit ratings decline, its cost of issuing new debt could increase. Mattel may be hindered from obtaining, or required to incur incremental costs to obtain, additional credit in tight credit markets. Further, Mattel's ability to issue additional debt could be adversely affected by other factors, including market conditions. The interest rate margins, unused line fee, and letter of credit fronting fee under Mattel's ~~senior secured~~ revolving credit facility may fluctuate based on Mattel's credit ratings. For example, if Mattel's credit ratings decline, its debt service obligations under its ~~senior secured~~ revolving credit facility may increase even if the principal amount borrowed remains the same.

In addition, the indentures governing the notes and the agreements governing Mattel's senior secured revolving credit facility contain affirmative and negative covenants that limit Mattel's ability to engage in activities that may be in its long-term best interests. Mattel's failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of Mattel's debts. 23

In addition, the indentures governing the notes and the agreements governing Mattel's revolving credit facility contain affirmative and negative covenants that limit Mattel's ability to engage in activities that may be in its long-term best interests. Mattel's failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of Mattel's debts.

To service Mattel's indebtedness, Mattel requires a significant amount of cash and Mattel's ability to generate cash depends on many factors beyond Mattel's control.

Mattel's ability to make cash payments on and to refinance its indebtedness, and to fund planned capital expenditures, depends on Mattel's ability to generate significant operating cash flow in the future. This, to a significant extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond Mattel's control.

Mattel's business may not generate sufficient cash flow from operations and future borrowings may not be available under Mattel's ~~senior secured~~ revolving credit facility in an amount sufficient to enable Mattel to pay its indebtedness or to fund its other liquidity needs. In such circumstances, Mattel may need to refinance all or a portion of its indebtedness upon or before maturity. Mattel may not be able to refinance any of ~~Mattel's~~its indebtedness, including its ~~senior secured~~ revolving credit facility and the notes, on commercially reasonable terms or at all. If Mattel cannot service its indebtedness, Mattel may need to take actions such as selling assets, issuing additional equity, reducing or delaying capital expenditures, strategic acquisitions, investments, and alliances. There can be no assurance that such actions, if necessary, will be effected on commercially reasonable terms or at all. The credit agreement governing Mattel's ~~senior secured~~ revolving credit facility and the indentures governing the notes will restrict Mattel's ability to sell assets and use the proceeds from such sales.

25If Mattel is unable to generate sufficient cash flow or is otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on its indebtedness, or if Mattel otherwise fails to comply with the various covenants in the instruments governing its indebtedness, Mattel could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness will have the right to elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under Mattel's revolving credit facility will have the right to elect to terminate their commitments thereunder, cease making further loans, and institute foreclosure proceedings against Mattel's assets, and Mattel could be forced into bankruptcy or liquidation. Declines in Mattel's operating performance may require Mattel to obtain waivers in the future from the required lenders under its revolving credit facility to avoid being in default. If Mattel breaches its covenants under its revolving credit facility and seeks a waiver, Mattel may not be able to obtain a waiver from the required lenders. If this occurs, Mattel would be in default under its revolving credit facility, the lenders could exercise their rights, as described above, and Mattel could be forced into bankruptcy or liquidation.

If Mattel is unable to generate sufficient cash flow or is otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on its indebtedness, or if Mattel otherwise fails to comply with the various covenants in the instruments governing its indebtedness, Mattel could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness will have the right to elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under Mattel's senior secured revolving credit facility will have the right to elect to terminate their commitments thereunder, cease making further loans, and institute foreclosure proceedings against Mattel's assets, and Mattel could be forced into bankruptcy or liquidation. Declines in Mattel's operating performance may require Mattel to obtain waivers in the future from the required lenders under its senior secured revolving credit facility to avoid being in default. If Mattel breaches its covenants under its senior secured revolving credit facility and seeks a waiver, Mattel may not be able to obtain a waiver from the required lenders. If this occurs, Mattel would be in default under its senior secured revolving credit facility, the lenders could exercise their rights, as described above, and Mattel could be forced into bankruptcy or liquidation.

Mattel's variable rate indebtedness subjects Mattel to interest rate risk, which could cause Mattel's debt service obligations to increase significantly.

Borrowings under Mattel's ~~senior secured~~ revolving credit facility will be at variable rates of interest and will expose Mattel to interest rate risk. If interest rates continue to increase, Mattel's debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and Mattel's net income and cash flows, including cash available for servicing its indebtedness, will correspondingly decrease. Assuming Mattel's ~~senior secured~~ revolving credit facility is fully drawn up to the maximum commitment level and the interest rates are above the interest rate floor set forth in the credit agreement governing Mattel's ~~senior secured~~ revolving credit facility, each one-eighth point change in interest rates would result in a $1.75 million change in annual interest expense on Mattel's indebtedness under its ~~senior secured~~ revolving credit facility. Any interest rate swaps that Mattel enters into with respect to its variable rate indebtedness may not fully mitigate Mattel's interest rate risk.

Mattel is dependent upon its lenders for financing to execute its business strategy and meet its liquidity needs. If Mattel's lenders are unable to fund borrowings under their credit commitments or Mattel is unable to borrow, it could adversely affect Mattel's business, financial condition, and results of operations.

There is risk that one or more of Mattel's lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to extending credit up to the maximum amount permitted by a credit facility and otherwise accessing capital and/or honoring loan commitments. If Mattel's lenders are unable to fund borrowings under their credit commitments or Mattel is unable to borrow, it could be difficult to replace Mattel's ~~senior secured~~ revolving credit facility on similar terms, which could adversely affect Mattel's business, financial condition, and results of operations.

Mattel's stock repurchase program could affect the price of its common stock and may be suspended at any time, and there is no guarantee that repurchases under the program, if any, will enhance stockholder value.

Mattel has a stock repurchase program, under which it is currently authorized to repurchase up to $1.00 billion of its common stock. The stock repurchase program does not obligate Mattel to repurchase any dollar amount or number of shares and may be suspended at any time without prior notice, which could cause the market price of Mattel's common stock to decline. The amount and timing of repurchases under Mattel's share repurchase program, if any, are influenced by many factors and may fluctuate based on Mattel's operating results, cash flows, priorities for the use of cash, the market price of Mattel's common stock, and its possession of potentially material nonpublic information. There is no guarantee as to the exact number of shares to be repurchased by Mattel, if any. Repurchases pursuant to the stock repurchase program could affect Mattel's stock price and increase its volatility. The existence of a stock repurchase program could also cause Mattel's stock price to be higher than it would be in the absence of such a program. Additionally, repurchases under the stock repurchase program utilize Mattel's cash reserves, which could impact its ability to pursue possible future strategic opportunities and acquisitions. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of Mattel's common stock may decline below the levels at which it repurchased shares of common stock.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Risk Management and Strategy

Mattel has processes in place for assessing, identifying, and managing material risks from cybersecurity threats, which include developing, implementing, and maintaining cybersecurity measures and controls. Mattel considers the following factors, among others, to assess whether adequate protections are in place to address risks from known and anticipated cybersecurity threats: likelihood and severity of risk; impact on Mattel and others, including retail customers, suppliers, consumers, or employees, if a risk materializes; feasibility and cost of controls; and impact of controls on operations.

As part of its cybersecurity risk management program, Mattel utilizes cybersecurity assessors, consultants, auditors, and other third-parties to assist its internal team with network security, cloud security, endpoint security, data loss prevention, and security information and event management. In addition, Mattel utilizes a variety of third-party technology, information systems, and service providers to help identify, isolate, and mitigate security incidents.

Mattel seeks to identify vulnerabilities and mitigate risks from cybersecurity threats posed by its use of third-party technology, information systems, and service providers through oversight by Mattel's information technology ("IT") organization through a variety of processes, including conducting onboarding due diligence, imposing contractual obligations related to privacy and information security, and regularly monitoring the performance of third parties providing critical support systems.

To support incident response preparedness, Mattel has developed a cybersecurity incident response plan and conducts an annual simulated incident exercise. The cybersecurity incident response plan addresses cybersecurity incidents that directly impact Mattel or arise from Mattel's use of third-party technology, information systems, and service providers. Mattel also utilizes business continuity and disaster recovery plans to prepare for potential disruptions in technology that Mattel relies upon. Further, Mattel monitors novel and advanced cybersecurity threats and provides ongoing employee security awareness training.

As part of Mattel's overall risk management program, Mattel's IT organization has a governance, risk, and compliance group that provides oversight regarding IT-related risks, including cybersecurity risks, and monitors Mattel's IT control environment. This group also works with Mattel's Internal Audit team to assess Mattel's cybersecurity processes. In addition, Mattel's IT organization has a steering committee comprised of internal privacy and cybersecurity experts, chaired by Mattel's Chief Information Security Officer ("CISO"), which is responsible for the development and maintenance of Mattel's privacy and information security programs and regularly reports to Mattel's Chief Technology Officer ("CTO").

Mattel is subject to cybersecurity threats that could have a material adverse impact on its results of operations, financial condition, and liquidity, as further discussed in Item 1A "Risk Factors" under the headings of Legal and Regulatory. Mattel is not aware of having experienced any cybersecurity threats or incidents to date that have materially affected or are reasonably likely to materially affect Mattel, its business strategy, results of operation or financial condition. However, there can be no assurance that Mattel will be able to mitigate negative impacts in the same way in the event of future attacks or other cyber incidents.

Governance

Mattel's CISO has more than twenty years of cybersecurity industry experience at Mattel and elsewhere and is responsible for coordinating cybersecurity efforts within Mattel, with a focus on cybersecurity threat prevention, detection, and mitigation, as well as enhancement of privacy and security measures, including security updates, security architecture and engineering, and identity access management. Mattel's CISO reports to the CTO, regularly communicating risks and other relevant information related to cybersecurity threats and incidents. Mattel's CTO has significant leadership, cybersecurity, and technology experience, is responsible for overseeing the monitoring and mitigation of cybersecurity threats, and advises and consults Mattel's senior management regarding material cybersecurity risks.

A team led by the CISO implements and maintains systems designed to detect and prevent cybersecurity threats, monitors important developments that may present risk to Company and third-party systems, and oversees the results of internal and third-party security reviews. The CISO provides regular updates to Mattel's CTO regarding critical and major severity security incidents involving Company systems, security incidents involving third parties that have the potential to impact Mattel's operations or involve sensitive customer, supplier, consumer, or employee data, and mitigation and remediation implemented to address such threats or incidents.

The Audit Committee of the Board of Directors (the "Audit Committee") oversees the Company's assessment and management of material cybersecurity risks. The CTO reports to the Audit Committee on Mattel's cybersecurity, including material cybersecurity risks and mitigation, at least annually. The CTO reports and escalates cybersecurity incidents to management and the Audit Committee as appropriate.

Item 2. Properties.

Mattel owns its corporate headquarters in El Segundo, California, consisting of approximately 360,000 square feet, and an adjacent office building consisting of approximately 55,000 square feet. Mattel also leases buildings in El Segundo consisting of approximately 327,000 square feet. All segments use these facilities. Mattel also owns facilities in East Aurora, New York, consisting of approximately 607,000 square feet, which is used by the North America segment and for brand and corporate support functions. American Girl owns its distribution facility in DeForest, Wisconsin, consisting of approximately 350,000 square feet. Mattel also owns its principal manufacturing facilities located in Indonesia, Malaysia, Mexico, and Thailand.

Mattel maintains leased offices in the United States, in Arkansas, California, and Minnesota, and leased warehouse and distribution facilities in California, Pennsylvania, Texas, and in Mississauga, Canada, all of which are used by the North America segment. Mattel leases corporate office space in Middleton, Wisconsin for American Girl, retail and related office space in Chicago, Illinois; Los Angeles, California; and New York, New York for its flagship American Girl stores, and in ~~six~~five other cities across the United States for its American Girl boutique stores. Internationally, Mattel has offices and/or warehouse space in over 30 countries. Mattel leases facilities used by the International segment in various foreign jurisdictions, including China, Mexico, and the United Kingdom~~, Hong Kong, and Chile~~. Mattel also leases office space and principal manufacturing facilities in China, which support the North America, International, and American Girl segments.

26For all remaining leases that are scheduled to expire within the next twelve months, Mattel may negotiate new lease agreements, renew existing lease agreements, or utilize alternate facilities. See Part II, Item 8 "Financial Statements and Supplementary Data—Note 8 to the Consolidated Financial Statements—Leases." Mattel believes that its owned and leased facilities, in general, are suitable and adequate for its present and currently foreseeable needs.

For all remaining leases that are scheduled to expire within the next twelve months, Mattel may negotiate new lease agreements, renew existing lease agreements, or utilize alternate facilities. See Part II, Item 8 "Financial Statements and Supplementary Data—Note 7 to the Consolidated Financial Statements—Leases." Mattel believes that its owned and leased facilities, in general, are suitable and adequate for its present and currently foreseeable needs.

Item 3. Legal Proceedings.

See Part II, Item 8 "Financial Statements and Supplementary Data—Note 1213 to the Consolidated Financial Statements—Commitments and Contingencies—Litigation."

Item 4. Mine Safety Disclosures.

Not applicable.

2726

PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Market Information

Mattel's common stock, par value $1.00 per share, is traded under the symbol "MAT" on The Nasdaq Global Select Market.

Holders of Record

As of ~~February~~March 104, ~~2023~~2024, Mattel had approximately 1715,000 holders of record of its common stock.

Dividends

See Part II, Item 8 "Financial Statements and Supplementary Data—Note 67 to the Consolidated Financial Statements —Stockholders' Equity—Dividends."

Recent Sales of Unregistered Securities

During the fourth quarter of ~~2022~~2023, Mattel did not sell any unregistered securities.

Issuer Purchases of Equity Securities

The following table provides certain information with respect to Mattel's purchases of its common stock during the fourth quarter of ~~2022~~2023:

	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)
Period:
October 1 - 31	~~715~~1,710,604	$	18.9682	—1,710,221	$	~~203~~60,~~016~~975,~~273~~153
November 1 - 30	13,~~595~~173,304	1819.1523		—3,171,631	~~203,016,273~~—
December 1 - 31	3,~~799~~835	1718.8488		—	~~203,016,273~~—
Total	64,~~109~~887,743	$	1819.0508	—4,881,852	$	~~203,016,273~~—

(a)The total number of shares purchased ~~represents~~includes 5,891 shares withheld from employees to satisfy minimum tax withholding obligations that occur upon settlement of equity awards., ~~These~~which ~~shares~~ were not purchased as part of a publicly announced repurchase plan or program.

(b)Mattel's share repurchase program was first announced on July 21, 2003. On July 17, 2013, the Board of Directors ~~authorized~~approved ~~Mattel~~a to$500.0 million increase ~~its~~to Mattel's share repurchase ~~program~~authorization byand, ~~$500.0~~as ~~million.~~of At December 31, ~~2022~~2023, ~~share~~such ~~repurchase~~authorization ~~authorizations~~was exhausted. On February 5, 2024, the Board of Directors authorized a new $~~203~~1.000 ~~million~~billion ~~had~~share ~~not~~repurchase ~~been executed~~program. ~~The~~During ~~resumption~~February of2024, ~~repurchases~~Mattel ~~under~~executed ~~this~~$100.0 ~~program~~million ~~was~~of ~~announced~~share onrepurchases ~~February~~under 8,the ~~2023~~new program. Repurchases under the program will take place from time to time, depending on market conditions. Mattel's share repurchase program has no expiration date.

2827

Performance Graph

The following graph compares the performance of Mattel's common stock with that of the S&P 500 Index and the S&P 500 Consumer Discretionary Index. The Cumulative Total Return listed below assumes an initial investment of $100 on December 31, ~~2017~~2018 and reinvestment of dividends.

	December 31,
	2017		2018		2019		2020		2021		2022
	2018		2019		2020		2021		2022		2023
Cumulative Total Return:
Mattel, Inc.	$	100.00	$	64135.9564	$	88174.1067	$	~~113~~215.4682	$	~~140~~178.1858	$	~~115~~188.99
S&P 500	$	100.00	$	95126.6117	$	~~125~~143.7039	$	~~148~~178.8185	$	~~191~~155.4842	$	~~156~~180.7790
S&P 500 Consumer Discretionary	$	100.00	$	91126.6153	$	~~116~~165.9174	$	~~129~~211.4763	$	~~153~~167.5912	$	~~152~~207.6471

2928

Item 6. Reserved.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the consolidated financial statements and the related notes. See Item 8 "Financial Statements and Supplementary Data." Note that amounts within this Item shown in millions may not foot due to rounding.

Mattel has omitted discussion of ~~2020~~2021 results where it would be redundant to the discussion previously included in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," of Mattel's Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022.

The following discussion includes currency exchange rate impact, a non-GAAP financial measure within the meaning of Regulation G promulgated by the SEC ("Regulation G"), to supplement the financial results as reported in accordance with generally accepted accounting principles in the United States ("GAAP"). The currency exchange rate impact reflects the portion (expressed as a percentage) of changes in Mattel's reported results that are attributable to fluctuations in currency exchange rates. Mattel uses this non-GAAP financial measure to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. Management believes that the disclosure of this non-GAAP financial measure provides useful supplemental information to investors to allow them to better evaluate ongoing business performance and certain components of Mattel's results. This measure is not, and should not be viewed as, a substitute for GAAP financial measures.

The following discussion also includes the use of gross billings, a key performance indicator. Gross billings represent amounts invoiced to customers. It does not include the impact of sales adjustments, such as trade discounts and other allowances. Mattel presents changes in gross billings as a metric for comparing its aggregate, categorical, brand, and geographic results to highlight significant trends in Mattel's business. Changes in gross billings are discussed because, while Mattel records the details of sales adjustments in its financial accounting systems at the time of sale, such sales adjustments are generally recorded by customer and not associated with categories, brands, or individual products.

Overview

Mattel is a leading global toy and family entertainment company and owner of one of the ~~strongest~~most ~~catalogs~~iconic ofbrand ~~children's~~portfolios ~~and family entertainment franchises~~ in the world. Mattel creates innovative products and experiences that inspire fans, entertain audiences, and develop children through play. Mattel is focused on the following ~~evolved~~ strategy to grow its IP-driven toy business and expand its entertainment offering:

Russia - Ukraine War

The ongoing war between Russia and Ukraine has led to volatility and disruption in these countries. The length and impact of the ongoing war is highly unpredictable. While Mattel has no direct operations in Ukraine, its operations in Russia have experienced significant disruption. Mattel ~~has~~ paused all shipments into Russia in early 2022, and net sales in these countries have declined during the ~~year~~years ended December 31, 2023 and 2022. Mattel's net sales in these two countries represented less than 1% ~~and 2%~~ of total net sales during the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively. ~~In addition, as of December 31, 2022, Mattel held $69.2 million of cash in Russia. While this cash can be used within Russia, its movement out of Russia is currently limited.~~

Recent Developments

~~Mattel's~~During ~~2022 results were impacted by a challenging macro-economic environment~~2023, ~~with quarterly results significantly affected by the volatility and timing of retailer inventory movements throughout the year. Through the third quarter of 2022,~~ Mattel ~~had~~made ~~accelerated~~additional ~~its~~progress ~~inventory production~~ to ~~meet~~execute ~~demand~~its ~~levels~~strategy ~~and reduce supply chain risk while retailers had also increased their inventory levels~~ to ~~replenish~~grow ~~low~~its ~~inventory~~IP-driven ~~levels~~toy ~~entering~~business ~~2022~~ and toexpand ~~meet~~its ~~expected~~entertainment ~~growth in demand ahead of the holiday season. These factors resulted in strong growth in net sales during the nine months ended September 30~~offering, ~~2022.~~as ~~However,~~it ~~consumer~~gained ~~demand~~market ~~was lower than expected during the holiday season~~share, ~~and~~achieved ~~occurred~~success ~~later~~with in the ~~fourth~~Barbie ~~quarter of 2022~~movie, ~~which caused retailers to reduce replenishment orders as they managed their inventory. These factors contributed to a decline in net sales during the fourth quarter of 2022~~ and ~~elevated~~further ~~retailer~~strengthened ~~inventory~~its ~~levels~~financial ~~entering 2023, which are expected to have an unfavorable impact to net sales in 2023, particularly in the first half of the year~~position.

~~Despite~~Mattel's ~~the~~full ~~challenging~~year ~~macro-economic~~net ~~environment~~sales were comparable to the prior year, ~~including~~with meaningful sales growth in the ~~fourth~~second ~~quarter~~half ~~decline,~~of the year as shipping patterns realigned with historical trends. Mattel's full year ~~net~~results ~~sales~~included ~~were~~an ~~approximately~~improvement ~~flat~~to ~~compared~~operating tocash ~~prior~~flows ~~year~~and gross margin expansion, ~~including~~with ansignificant ~~unfavorable~~contributions ~~impact~~from cost savings actions, pricing, and benefits from ~~currency~~the ~~exchange~~theatrical ~~rates~~release of ~~three~~the ~~percentage~~Barbie ~~points~~movie during the second half of 2023. Full year gross margin improved to 47.5% in 2023, from 45.7% in 2022.

Cost inflation also had an unfavorable impact to Mattel's gross margin during 2022, due to a combination of cost increases in raw materials, ocean freight, and other supply chain costs. Mattel's margins have also been negatively impacted by inventory management efforts, including higher close-out sales and inventory obsolescence, and increased royalty expense, reflecting increased sales of licensed properties. These negative factors were partially offset by favorable pricing actions and incremental realized savings from the Optimizing for Growth program. To the extent cost inflation becomes more significant than anticipated, or Mattel is unable to offset higher costs through mitigating actions, inflation may have a material effect on Mattel's results of operations and financial condition29

~~Although operating results were below expectations,~~ Mattel ~~continued~~ended tothe ~~improve~~year ~~its~~with ~~financial~~a ~~position during 2022 as~~ cash ~~flows~~balance ~~generated~~of ~~from~~$1.26 ~~operating~~billion, ~~activities~~compared ~~were used~~ to ~~reduce leverage through~~ $~~250~~761.2 million ofin ~~long-term~~the ~~debt~~prior ~~repayments,~~year. ~~while~~The ~~ending~~increase ~~the~~in ~~year~~cash ~~with~~was ~~$761~~the ~~million~~result inof Mattel's cash ~~and~~flows ~~equivalents.~~from ~~Additionally~~operations, onwhich ~~February~~were $869.8, million in 2023, ~~Mattel~~driven ~~announced~~by ~~the~~improved ~~resumption~~working ~~of its share repurchase program~~capital, ~~which~~partially ~~has~~offset ~~approximately~~by ~~$203~~cash ~~million~~used offor ~~remaining~~capital ~~authorized~~expenditures ~~capacity~~and toshare ~~repurchase common stock~~repurchases.

ToDuring ~~the~~2023, ~~extent~~Mattel ~~the~~resumed ~~existing~~its ~~macro-economic~~share ~~environment~~repurchase ~~remains~~program ~~challenging,~~and orcompleted ~~worsens~~$203.0 million of share repurchases, itexhausting ~~may~~the ~~have~~remaining ashare ~~material~~repurchase ~~effect~~authorization onunder ~~Mattel's~~the ~~results~~program. On February 5, 2024, the Board of ~~operations~~Directors ~~and~~authorized ~~financial~~a ~~condition~~new $1.00 ~~Refer~~billion toshare ~~Part~~repurchase I,program. ~~Item~~During 1AFebruary ~~"Risk~~2024, ~~Factors"~~Mattel ~~for~~executed ~~further~~$100.0 ~~discussion~~million ~~regarding~~of ~~potential~~share ~~impacts~~repurchases onunder ~~Mattel's~~the ~~business~~new program.

Additionally, in February 2024, Mattel announced the Optimizing for Profitable Growth program, a multi-year cost savings program that follows the Optimizing for Growth program and is designed to achieve further efficiency and cost savings opportunities, primarily within Mattel's global supply chain, including its manufacturing footprint, with targeted annual gross cost savings of $200.0 million between 2024 and 2026.

Mattel is operating in a macro-economic environment that may impact consumer demand. To the extent the macro-economic environment worsens, it may have a material effect on Mattel's results of operations and financial condition. Refer to Part I, Item 1A "Risk Factors" for further discussion regarding potential impacts on Mattel's business.

Results of Operations

Consolidated Results

The following table ~~includes~~presents Mattel's consolidated results for ~~2022~~2023 and ~~2021~~2022:


	For the Year Ended								Year/Year Change
	December 31, 2023				December 31, 2022
	Amount		% of Net Sales		Amount		% of Net Sales		%		Basis Points of Net Sales
	(In millions, except percentage and basis point information)
Net sales	$	5,441.2			$	5,434.7			—	%
Cost of sales	2,857.5		52.5	%	2,953.3		54.3	%	-3	%	(180)
Gross profit	2,583.7		47.5	%	2,481.4		45.7	%	4	%	180
Advertising and promotion expenses	524.8		9.6	%	534.3		9.8	%	-2	%	(20)
Other selling and administrative expenses	1,497.3		27.5	%	1,271.6		23.4	%	18	%	410
Operating income	561.7		10.3	%	675.5		12.4	%	-17	%	(210)
Interest expense	123.8		2.3	%	132.8		2.4	%	-7	%	(10)
Interest (income)	(25.2)		-0.5	%	(9.4)		-0.2	%	169	%	(30)
Other non-operating (income) expense, net	(2.3)				47.8
Income before income taxes	465.4		8.6	%	504.3		9.3	%	-8	%	(70)
Provision for income taxes	269.5				135.9
(Income) from equity method investments	(18.4)				(25.4)
Net income	$	214.4	3.9	%	$	393.9	7.2	%	-46	%	(330)

	For the Year Ended								Year/Year Change
	December 31, 2022				December 31, 2021
	Amount		% of NetSales		Amount		% of NetSales		%		Basis Pointsof Net Sales
	(In millions, except percentage and basis point information)
Net sales	$	5,434.7			$	5,457.7			—	%
Cost of sales	2,953.3		54.3	%	2,831.1		51.9	%	4	%	240
Gross profit	2,481.4		45.7	%	2,626.7		48.1	%	-6	%	(240)
Advertising and promotion expenses	534.3		9.8	%	545.7		10.0	%	-2	%	(20)
Other selling and administrative expenses	1,271.6		23.4	%	1,351.4		24.8	%	-6	%	(140)
Operating income	675.5		12.4	%	729.6		13.4	%	-7	%	(100)
Interest expense	132.8		2.4	%	253.9		4.7	%	-48	%	(230)
Interest (income)	(9.4)		-0.2	%	(3.5)		-0.1	%	168	%	(10)
Other non-operating expense, net	47.8				8.4
Income before income taxes	504.3		9.3	%	470.8		8.6	%	7	%	70
Provision (benefit) for income taxes	135.9				(420.4)
(Income) from equity method investment	(25.4)				(11.8)
Net income	$	393.9	7.2	%	$	903.0	16.5	%	-56	%	(930)

Sales

Net sales in ~~2022~~2023 were $5.4344 billion, arelatively ~~decrease~~flat ~~of $23.1 million~~ as compared to $5.4643 billion in ~~2021~~2022. ~~The~~Net ~~decrease in net~~ sales ~~was~~were ~~the~~impacted ~~result~~by ofhigher ~~declines in~~ gross billings of $3353.36 million, which were partially offset by ~~declines~~increases in sales adjustments of $1047.30 million.

Gross billings represents amounts invoiced to a customer and does not include the impact of sales adjustments, such as trade discounts and other allowances. Changes in gross billings are discussed below because, while Mattel records the details of sales adjustments in its financial records at the time of sale, such sales adjustments are generally recorded by customer and are not associated with categories, brands, or individual products. The following table provides a summary of Mattel's consolidated gross billings by categories, along with supplemental information by brand for 2022 and 2021:30

	For the Year Ended				% Change asReported		CurrencyExchange RateImpact
	December 31, 2022		December 31, 2021
	(In millions, except percentage information)
Gross Billings by Categories
Dolls	$	2,084.0	$	2,299.1	-9	%	-3	%
Infant, Toddler, and Preschool	1,117.5		1,220.9		-8	%	-2	%
Vehicles	1,450.8		1,252.8		16	%	-4	%
Action Figures, Building Sets, Games, and Other	1,396.1		1,308.9		7	%	-3	%
Gross Billings	$	6,048.3	$	6,081.6	-1	%	-4	%
Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie	$	1,490.6	$	1,679.3	-11	%	-3	%
Hot Wheels	1,251.4		1,068.3		17	%	-5	%
Fisher-Price and Thomas & Friends	1,033.7		1,128.2		-8	%	-2	%
Other	2,272.5		2,205.8		3	%	-3	%
Gross Billings	$	6,048.3	$	6,081.6	-1	%	-4	%

Gross billings represent amounts invoiced to a customer and do not include the impact of sales adjustments, such as trade discounts and other allowances. Changes in gross billings are discussed below because, while Mattel records the details of sales adjustments in its financial accounting systems at the time of sale, such sales adjustments are generally recorded by customer and are not associated with categories, brands, or individual products. The following tables provide a summary of Mattel's consolidated gross billings by categories, along with supplemental information by brand, for 2023 and 2022:


	For the Year Ended				% Change as Reported		Currency Exchange Rate Impact
	December 31, 2023		December 31, 2022
	(In millions, except percentage information)
Gross Billings by Categories
Dolls	$	2,394.2	$	2,084.0	15	%	2	%
Infant, Toddler, and Preschool	1,000.8		1,117.5		-10	%	1	%
Vehicles	1,641.0		1,450.8		13	%	2	%
Action Figures, Building Sets, Games, and Other	1,065.8		1,396.1		-24	%	1	%
Gross Billings	$	6,101.8	$	6,048.3	1	%	1	%

Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie	$	1,537.8	$	1,490.6	3	%	1	%
Hot Wheels	1,432.4		1,251.4		14	%	2	%
Fisher-Price	852.6		935.9		-9	%	1	%
Other	2,279.0		2,370.4		-4	%	1	%
Gross Billings	$	6,101.8	$	6,048.3	1	%	1	%

Gross billings were $6.05 10 billion in ~~2022~~2023, aan ~~decrease~~increase of $3353.36 million, or 1%, as compared to $6.0805 billion in ~~2021~~2022, with ana ~~unfavorable~~favorable impact from changes in currency exchange rates of ~~four~~one percentage ~~points~~point. The ~~decrease~~increase in gross billings was due to ~~lower~~higher billings of Dolls and ~~Infant~~Vehicles, ~~Toddler, and Preschool,~~ partially offset by ~~higher~~lower billings of ~~Vehicles and~~ Action Figures, Building Sets, Games, and Other and Infant, Toddler, and Preschool.

Dolls gross billings ~~decreased~~increased 915%, of which 810% was due to ~~lower~~higher billings of ~~Barbie~~Disney Princess and Disney Frozen products, 26% was due to ~~lower~~higher billings of ~~American~~Monster ~~Girl~~High products, and 2% was due to ~~lower~~higher billings of ~~Spirit~~Barbie, ~~products.~~driven ~~This~~primarily ~~was partially offset~~ by ~~higher~~licensing ~~billings~~revenues ofassociated ~~Monster~~with ~~High~~the ~~products~~release of 3%the ~~and~~Barbie ~~higher billings of Disney Princess and Frozen products of 1%~~movie.

Infant, Toddler, and Preschool gross billings decreased 810%, of which 7% was due to lower billings of Fisher-Price ~~and Thomas & Friends~~ products.

Vehicles gross billings increased 1613%, of which 1512% was due to higher billings of Hot Wheels products ~~due to positive brand momentum and the successful launches of remote control vehicles and Hot Wheels Skate finger boards~~.

Action Figures, Building Sets, Games, and Other gross billings ~~increased~~decreased 724%, of which 1114% was due to ~~higher~~lower billings of Jurassic World products and 109% was due to ~~higher~~lower billings of Lightyear products, asfollowing ~~a result of~~ their theatrical releases during the second quarter of 2022. ~~This was partially offset by lower billings of other Action Figures products of 7%, and lower billings of Games products of 5%.~~

Sales adjustments generally represent arrangements with Mattel's 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. Additionally, sales adjustments may include foreign currency transaction gains and losses from the remeasurement of accounts receivable denominated in currencies that are different from the relevant entity's functional currency. Sales adjustments ~~decreased~~increased to $~~613~~660.6 million in ~~2022~~2023, as compared to $~~623~~613.96 million in ~~2021, due to lower gross billings~~2022. Sales adjustments as a percentage of net sales ~~was~~increased ~~relatively~~to ~~flat~~12.1% atin 2023 from 11.3% in 2022,. The increase to sales adjustments as ~~compared~~a percentage of net sales was primarily due to ~~11.4%~~higher promotional activities among key retailers, as well as a shift in ~~2021~~customer mix resulting in a higher proportion of sales with higher average sales adjustment rates.

Cost of Sales

Cost of sales ~~increased~~decreased by $~~122~~95.38 million, or 43%, to $2.9586 billion in ~~2022~~2023 from $2.8395 billion in ~~2021~~2022. Within cost of sales, product and other costs ~~increased~~decreased by $65139.63 million, or 36%, to $2.42 28 billion in ~~2022~~2023 from $2.35 42 billion in ~~2021;~~2022, ~~royalty~~freight ~~expense~~and logistics expenses increased by $4624.54 million, or 258%, to $~~230~~327.80 million in ~~2022~~2023 from $~~184~~302.36 million in ~~2021~~2022, and ~~freight~~royalty ~~and~~expense ~~logistics expenses~~ increased by $1019.20 million, or 38%, to $~~302~~249.68 million in ~~2022~~2023 from $~~292~~230.48 million in ~~2021~~2022.

Gross Margin

Gross margin ~~decreased~~increased to 4547.75% in ~~2022~~2023 from 4845.17% in ~~2021~~2022. The ~~decrease~~increase in gross margin was primarily due to ~~cost~~incremental ~~inflation~~realized savings from the Optimizing for Growth program of ~~380~~130 basis points, ~~inventory~~favorable ~~management~~mix ~~efforts~~ of 110 basis points, ~~including~~which ~~higher~~primarily ~~close-out~~related ~~sales~~to ~~and~~the ~~inventory~~release ~~obsolescence~~of the Barbie movie, ~~and~~favorable ~~higher~~pricing, ~~royalty~~net ~~expense~~of ~~and~~higher ~~other~~sales adjustments of 60100 basis points., ~~These~~and ~~negative~~cost ~~factors~~deflation ~~were~~of 60 basis points, partially offset by ~~favorable~~unfavorable ~~pricing~~fixed ~~actions~~cost ofabsorption ~~200~~due ~~basis~~to ~~points~~lower ~~and~~production ~~incremental~~volume ~~realized~~and ~~savings~~other ~~from~~supply ~~the~~chain ~~Optimizing~~costs ~~for Growth program~~ of ~~130~~220 basis points.

Advertising and Promotion Expenses

Advertising and promotion expenses primarily consist of: (i) media costs, which include the media, planning, and buying fees for television, print, and online advertisements, (ii) non-media costs, which include commercial and website production, merchandising, and promotional costs, (iii) retail advertising costs, which include consumer direct catalogs,; and (iv) generic advertising costs, which include trade show costs. Advertising and promotion expenses as a percentage of net sales were relatively flat in ~~2022~~2023 at 9.86% in ~~2022~~2023, compared to 109.08% in ~~2021~~2022.

Other Selling and Administrative Expenses

Other selling and administrative expenses were $1.2750 billion, or 27.5% of net sales, in ~~2022~~2023, as compared to $1.35 27 billion, or 23.4% of net sales, in ~~2021~~2022. The ~~decrease~~increase in other selling and administrative expenses was primarily due to ~~lower~~higher incentive compensation of $~~128~~152.2 million, ~~and~~market-related ~~incremental~~pay ~~realized~~increases ~~savings~~of ~~from~~$38.1 ~~the~~million, ~~Optimizing~~higher ~~for~~severance ~~Growth~~and ~~program~~restructuring charges of $3034.97 million, ~~partially~~and ~~offset~~a byprior ~~market-related~~year ~~pay~~gain ~~increases~~on sale of assets of $5026.8 9 million, ~~and~~partially ~~increases~~offset inby ~~bad~~incremental ~~debt~~realized ~~expense~~savings from the Optimizing for Growth program of $1746.70 million.

Mattel's other selling and administrative expenses will increase in 2023 if incentive compensation expenses return to historical levels.

Interest Expense

Interest expense was $~~132~~123.8 million in ~~2022~~2023, as compared to $~~253~~132.98 million in ~~2021~~2022. The decrease ~~in interest expense~~ was primarily due to alower ~~loss~~interest onexpense ~~extinguishment~~ of ~~debt of~~ $~~101~~8.72 million asin a2023 ~~result~~due ofto the ~~redemption~~$250.0 million repayment of the ~~6.75%~~2013 ~~2017/2018~~ Senior Notes due ~~December~~March ~~2025~~2023 ~~(the "2025 Notes")~~ in ~~2021 and lower interest expense of $19.3 million in 2022 due to~~ the ~~refinancing~~fourth ~~and~~quarter ~~repayment~~ of ~~the 2025 Notes in 2021~~2022.

~~Other~~Interest ~~Non-Operating Expense, Net~~(Income)

~~Other~~Interest ~~non-operating~~income ~~expense,~~increased ~~net~~to ~~was~~ $4725.82 million in ~~2022~~2023, as compared to $89.4 million in ~~2021. In the fourth quarter of~~ 2022, ~~Mattel~~due ~~substantially~~to ~~completed~~higher ~~the~~average ~~liquidation~~interest ofrates ~~its~~on ~~subsidiary~~invested incash ~~Argentina and recognized $45.4 million of currency translation adjustments as a loss~~ in ~~other non-operating expense, net, as a result of the liquidation~~2023. ~~See Item 7A "Quantitative and Qualitative Disclosures About Market Risk—Argentina Operations" for more information.~~

~~Provision~~Other Non-Operating (~~Benefit~~Income) ~~for~~Expense, ~~Income Taxes~~Net

~~Mattel's~~Other ~~provision~~non-operating ~~for~~ income, ~~taxes~~net was $~~135~~2.93 million in ~~2022~~2023, as compared to aother ~~benefit~~non-operating ~~from~~expense, ~~income~~net ~~taxes~~ of $~~420~~47.48 million in ~~2021~~2022. ~~The~~In ~~2021~~the ~~benefit~~fourth ~~from~~quarter ~~income taxes included a $540.8 million release~~ of ~~valuation allowances related to U.S. federal~~2022, ~~state,~~the ~~and~~liquidation ~~certain foreign deferred tax assets and a $19.1 million tax benefit related to reassessments~~ of ~~prior year~~Mattel's ~~tax~~subsidiary ~~liabilities~~in ~~based~~Argentina onwas ~~the~~substantially ~~status~~completed, ~~of audits~~ and ~~settlements~~Mattel inrecognized ~~various~~its ~~jurisdictions.~~cumulative ~~The~~currency ~~2022~~translation ~~income~~adjustments ~~tax~~of ~~provision included an~~ $1145.04 million ~~tax~~as ~~expense~~a ~~related~~loss toin ~~certain~~other ~~foreign~~non-operating ~~subsidiaries'~~expense, ~~deferred~~net. ~~tax~~See ~~liabilities~~Item of7A ~~undistributed~~"Quantitative ~~earnings~~ and aQualitative ~~$15.2 million~~Disclosures ~~tax~~About ~~benefit~~Market ~~related~~Risk—Argentina toOperations" ~~reassessments~~for ofmore ~~prior year's tax liabilities based on the status of audits and settlements in various jurisdictions~~information.

~~Evaluating~~Provision ~~the need~~ for ~~and~~Income the amount of a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all available evidence to determine whether it is more-likely-than-not that these assets will be realizable. Mattel routinely assesses the positive and negative evidence for this realizability, including the evaluation of sustained profitability and three years of cumulative pretax income for each tax jurisdiction. During the twelve months ended December 31, 2021, Mattel continued to see improved and sustained profitability, which presented objective positive evidence for the realizability of certain deferred tax assets. As such, based on the overall analysis of the positive and negative evidence in each tax jurisdiction, during 2021 Mattel released the valuation allowances related to certain U.S. federal, state and foreign deferred tax assets, except for certain tax assets that are primarily expected to expire before utilization. Valuation allowance releases for the year ended December 31, 2021, resulted in recognition of a portion of these deferred tax assets and a benefit to Mattel's provision for income taxes of $540.8 million. As of December 31, 2021, Mattel's valuation allowances on its U.S. federal and state deferred tax assets and foreign deferred tax assets were approximately $18 million and $83 million, respectively. Changes in the valuation allowances in 2022 primarily related to functional currency fluctuations. As of December 31, 2022, Mattel's valuation allowances on its U.S. federal and state deferred tax assets and foreign deferred tax assets were approximately $18 million and $74 million, respectively.Taxes

Mattel's provision for income taxes was $269.5 million in 2023, as compared to $135.9 million in 2022. In 2023, Mattel completed an intra-group transfer of certain IP rights, resulting in a net tax expense of $161.4 million related to the write-down of certain foreign deferred tax assets and the establishment of certain U.S. deferred tax assets. The 2023 income tax provision included a net tax expense of $9.9 million, including $19.2 million related to reassessments of prior year's tax liabilities based on the status of audits and settlements in various jurisdictions, partially offset by $9.2 million of benefits from the expiration of certain statutes of limitations. The 2022 income tax provision included an $11.0 million tax expense related to certain foreign subsidiaries' deferred tax liabilities of undistributed earnings and a $15.2 million tax benefit related to reassessments of prior year's tax liabilities based on the status of audits and settlements in various jurisdictions.

Evaluating the need for and the amount of a valuation allowance for deferred tax assets often requires significant judgment and extensive analysis of all available evidence to determine whether it is more likely than not that these assets will be realizable. Mattel routinely assesses the positive and negative evidence for this realizability, including the evaluation of sustained profitability and three years of cumulative pretax income for each tax jurisdiction. Changes in the valuation allowances in 2022 primarily related to utilization and expiration of tax attributes and currency fluctuations. As of December 31, 2022, Mattel's valuation allowances on its U.S. federal and state deferred tax assets and foreign deferred tax assets were approximately $16 million and $74 million, respectively. Changes in the valuation allowances in 2023 primarily related to changes in the assessment of the future realizability of certain deferred tax assets, utilization and expiration of tax attributes, and currency fluctuations. As of December 31, 2023, Mattel's valuation allowances on its U.S. federal and state deferred tax assets and foreign deferred tax assets were approximately $14 million and $71 million, respectively. As of December 31, 2023 and 2022, Mattel had recorded net deferred tax assets of $243.1 million and $416.5 million, respectively.

The Organization for Economic Co-operation and Development (OECD) reached an agreement among various countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as Pillar Two. Many countries continue to announce changes in their tax laws and regulations based on the Pillar Two rules. Mattel is continuing to evaluate the impact of these proposed and enacted legislative changes as new guidance becomes available. Some of the legislative changes could impact Mattel's effective tax rate and tax liabilities. When and how these laws and regulations are adopted or enacted by various countries in which Mattel operates could increase tax complexity and uncertainty and may adversely affect Mattel's worldwide effective tax rate, income tax expense and cash flows.

Segment Results

North America Segment

The following ~~table~~tables ~~provides~~provide a summary of Mattel's net sales, segment operating income, and gross billings by categories, along with supplemental information by brand, for the North America segment for ~~2022~~2023 and ~~2021~~2022:

For the Year Ended

% Change asReported

CurrencyExchange RateImpact

December 31, 2022

December 31, 2021

December 31, 2023

December 31, 2022

(In millions, except percentage information)

Net Sales

23,~~987~~003.82

2,~~968~~987.38

—

Segment Operating Income

~~765~~793.94

~~872~~765.59

~~-12~~4

Net sales for the North America segment in ~~2022~~2023 were $23.9900 billion, an increase of $1915.64 million or 1%, as compared to $2.9799 billion in ~~2021~~2022. The increase in net sales was the result of an increase in gross billings of $3132.2 million, partially offset by an increase in sales adjustments of $1116.7 8 million.


	For the Year Ended				% Change as Reported		Currency Exchange Rate Impact
	December 31, 2023		December 31, 2022
	(In millions, except percentage information)
Gross Billings by Categories
Dolls	$	1,153.8	$	940.3	23	%	—	%
Infant, Toddler, and Preschool	618.6		698.3		-11	%	—	%
Vehicles	812.4		736.9		10	%	—	%
Action Figures, Building Sets, Games, and Other	633.5		810.6		-22	%	—	%
Gross Billings	$	3,218.3	$	3,186.1	1	%	—	%

Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie	$	840.4	$	776.3	8	%	—	%
Hot Wheels	690.8		617.9		12	%	—	%
Fisher-Price	532.0		584.5		-9	%	—	%
Other	1,155.1		1,207.3		-4	%	—	%
Gross Billings	$	3,218.3	$	3,186.1	1	%	—	%

Gross billings were $3.22 billion in 2023, an increase of $32.2 million, or 1%, as compared to $3.19 billion in 2022. The increase in the North America segment gross billings was primarily due to higher billings of Dolls and Vehicles, partially offset by lower billings of Action Figures, Building Sets, Games, and Other and Infant, Toddler, and Preschool.

Dolls gross billings increased 23%, of which 11% was due to higher billings of Disney Princess and Disney Frozen products, 7% was due to higher billings of Barbie, driven primarily by licensing revenues associated with the release of the Barbie movie, and 5% was due to higher billings of Monster High products.

Infant, Toddler, and Preschool gross billings decreased 11%, of which 7% was due to lower billings of Fisher-Price products and 2% was due to lower billings of Power Wheels products.

Vehicles gross billings increased 10%, due to higher billings of Hot Wheels products.

Action Figures, Building Sets, Games, and Other gross billings decreased 22%, of which 14% was due to lower billings of Jurassic World products and 8% was due to lower billings of Lightyear products, following their theatrical releases during the second quarter of 2022.

Sales adjustments increased to $215.1 million in 2023, as compared to $198.3 million in 2022. Sales adjustments as a percentage of net sales increased to 7.2% in 2023 from 6.6% in 2022. The increase to sales adjustments as a percentage of net sales was primarily due to higher promotional activities.

Cost of sales decreased by $27.5 million, or 2%, to $1.63 billion in 2023 from $1.65 billion in 2022, as compared to a 1% increase in net sales, primarily due to a decrease in product and other costs of $60.5 million, partially offset by an increase in freight and logistics expenses of $24.5 million.

Gross margin increased to 45.9% in 2023 from 44.9% in 2022, primarily due to incremental realized savings from the Optimizing for Growth program of 130 basis points, favorable mix of 110 basis points, which primarily related to the release of the Barbie movie, cost deflation of 60 basis points, and favorable pricing, net of higher sales adjustments of 50 basis points, partially offset by unfavorable fixed cost absorption and other supply chain costs of 250 basis points.

North America segment operating income was $793.4 million in 2023, as compared to segment operating income of $765.9 million in 2022, due to higher gross profit of $42.9 million, partially offset by higher other selling and administrative expenses of $15.9 million.

	For the Year Ended				% Change asReported		CurrencyExchange RateImpact
	December 31, 2022		December 31, 2021
	(In millions, except percentage information)
Gross Billings by Categories
Dolls	$	940.3	$	1,011.1	-7	%	—	%
Infant, Toddler, and Preschool	698.3		758.8		-8	%	—	%
Vehicles	736.9		633.0		16	%	-1	%
Action Figures, Building Sets, Games, and Other	810.6		752.0		8	%	—	%
Gross Billings	$	3,186.1	$	3,154.9	1	%	—	%
Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie	$	776.3	$	903.5	-14	%	—	%
Hot Wheels	617.9		529.5		17	%	—	%
Fisher-Price and Thomas & Friends	635.1		685.5		-7	%	—	%
Other	1,156.8		1,036.4		12	%	—	%
Gross Billings	$	3,186.1	$	3,154.9	1	%	—	%

Gross billings were $3.19 billion in 2022, an increase of $31.2 million, or 1%, as compared to $3.15 billion in 2021. The increase in the North America segment gross billings was due to higher billings of Vehicles and Action Figures, Building Sets, Games, and Other, partially offset by lower billings of Dolls and Infant, Toddler, and Preschool.

Dolls gross billings decreased 7%, of which 13% was due to lower billings of Barbie products, partially offset by higher billings of Monster High products of 5%.

Infant, Toddler, and Preschool gross billings decreased 8%, of which 7% was due to lower billings of Fisher-Price and Thomas & Friends products.

Vehicles gross billings increased 16%, of which 14% was due to higher billings of Hot Wheels products.

Action Figures, Building Sets, Games, and Other gross billings increased 8%, of which 13% was due to higher billings of Jurassic World products and 9% was due to higher billings of Lightyear products, as a result of their theatrical releases during the second quarter of 2022. This was partially offset by lower billings of other Action Figures products of 7% and lower billings of Plush products of 6%.

Sales adjustments increased to $198.3 million in 2022, as compared to $186.6 million in 2021, due to higher gross billings. Sales adjustments as a percentage of net sales was relatively consistent at 6.6% in 2022, as compared to 6.3% in 2021.

Cost of sales increased by $90.6 million, or 6%, to $1.65 billion in 2022 from $1.56 billion in 2021, as compared to a 1% increase in net sales, primarily due to an increase of product and other costs of $58.0 million and higher royalty expense of $28.3 million.

Gross margin in 2022 decreased to 44.9% in 2022 from 47.4% in 2021, due to cost inflation of 370 basis points, higher royalty expense and other of 140 basis points, and inventory management efforts of 90 basis points, including higher close-out sales and inventory obsolescence. These negative factors were partially offset by favorable pricing actions of 210 basis points and incremental realized savings from the Optimizing for Growth program of 140 basis points.

North America segment operating income was $765.9 million in 2022, as compared to segment operating income of $872.5 million in 2021, due to lower gross profit.

International Segment

The following ~~table~~tables ~~provides~~provide a summary of Mattel's net sales, segment operating income, and gross billings by categories, along with supplemental information by brand, for the International segment for ~~2022~~2023 and ~~2021~~2022:

For the Year Ended

% Change asReported

CurrencyExchange RateImpact

December 31, 2022

December 31, 2021

December 31, 2023

December 31, 2022

(In millions, except percentage information)

Net Sales

2,~~220~~230.08

2,~~219~~220.20

—

-73

Segment Operating Income

~~295~~299.81

~~350~~295.08

~~-15~~1

Net sales for the International segment in ~~2022~~2023 were $2.22 23 billion, relatively flat as compared to ~~2021~~$2.22 ~~Declines~~billion in 2022. Net sales were impacted by higher gross billings of $2041.6 1 million, which were partially offset by ~~declines~~increases in sales adjustments of $2130.4 million.

	For the Year Ended				% Change asReported		CurrencyExchange RateImpact
	December 31, 2022		December 31, 2021
	December 31, 2023		December 31, 2022
	(In millions, except percentage information)
Gross Billings by Categories
Dolls	$	~~909~~1,026.72	$	~~1,010~~909.17	~~-10~~13	%	-74	%
Infant, Toddler, and Preschool	~~419~~382.2		~~462~~419.12		-9	%	-64	%
Vehicles	~~713~~828.96		~~619~~713.89		1516	%	-94	%
Action Figures, Building Sets, Games, and Other	~~585~~432.53		~~556~~585.85		5-26	%	-83	%
Gross Billings	$	2,~~628~~669.24	$	2,~~648~~628.82	-12	%	-84	%
Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie	$	~~714~~697.24	$	~~775~~714.82	-82	%	-73	%
Hot Wheels	~~633~~741.56		~~538~~633.85		1817	%	-94	%
Fisher-Price and Thomas & Friends	398.7		442.7		-10	%	-6	%
Fisher-Price	320.6		351.4		-9	%	4	%
Other	~~881~~909.8		~~891~~929.41		-12	%	-73	%
Gross Billings	$	2,~~628~~669.24	$	2,~~648~~628.82	-12	%	-84	%

Gross billings for the International segment were $2.63 67 billion in ~~2022~~2023, aan ~~decrease~~increase of $2041.6 1 million, or 12%, as compared to $2.65 63 billion in ~~2021~~2022, with ana ~~unfavorable~~favorable impact from changes in currency exchange rates of ~~eight~~four percentage points. The ~~decrease~~increase in the International segment gross billings was due to ~~lower~~higher billings of Dolls and ~~Infant~~Vehicles, ~~Toddler, and Preschool,~~ partially offset by ~~higher~~lower billings of ~~Vehicles and~~ Action Figures, Building Sets, Games, and Other and Infant, Toddler, and Preschool.

Dolls gross billings ~~decreased~~increased 1013%, of which 612% was due to ~~lower~~higher billings of ~~Barbie~~Disney Princess and Disney Frozen products, 2and 8% was due to ~~lower~~higher billings of ~~Spirit~~Monster High products, ~~and~~partially 2%offset ~~was~~by ~~due~~lower tobillings of Enchantimals products of 4% and lower billings of ~~Enchantimals~~Barbie products of 2%.

Infant, Toddler, and Preschool gross billings decreased 9%, of which 7% was due to lower billings of Fisher-Price ~~and Thomas & Friends~~ products.

Vehicles gross billings increased 16%, of which 15% was due to higher billings of Hot Wheels products.

Action Figures, Building Sets, Games, and Other gross billings ~~increased~~decreased 526%, of which 1013% was due to ~~higher~~lower billings of ~~Lightyear~~Jurassic World products and 89% was due to ~~higher~~lower billings of ~~Jurassic~~Lightyear ~~World~~ products, infollowing ~~each case as a result of~~ their theatrical releases during the second quarter of 2022., ~~This~~and 2% was ~~partially~~due ~~offset~~to by lower billings of other Action Figures products ~~of 7% and lower billings of Games products of 7%~~.

Sales adjustments ~~decreased~~increased to $~~408~~438.26 million in ~~2022~~2023, as compared to $~~429~~408.62 million in ~~2021, due to lower gross billings~~2022. Sales adjustments as a percentage of net sales ~~was~~increased 18to 19.47% in ~~2022,~~2023 asfrom ~~compared to 19~~18.4% in ~~2021~~2022. The ~~decline~~increase to sales adjustments as a percentage of net sales was due to ~~changes~~higher inpromotional ~~the~~activities ~~mix~~among ofkey ~~sales~~retailers asand ~~there~~higher ~~were~~net ~~lower~~foreign ~~sales~~currency transaction losses from the remeasurement of certain accounts receivable denominated in ~~markets~~foreign ~~with~~currencies ~~higher~~in ~~average~~2023 ~~sales~~of ~~adjustment~~$11.4 ~~rates~~million.

3635

Cost of sales increased by $6320.2 8 million, or 52%, to $1.21 23 billion in ~~2022~~2023 from $1.15 21 billion in ~~2021~~2022, as compared to ~~relatively~~a ~~flat~~slight increase in net sales, primarily due to an increase of product and other costs of $3511.89 million, and higher royalty expense of $1710.72 million~~, reflecting increased sales of licensed properties, and higher freight and logistics expenses of $9~~.~~7 million.~~

Gross margin in ~~2022~~2023 decreased to 4544.67% ~~in 2022~~ from 4845.26% in ~~2021~~2022, primarily due to ~~cost~~unfavorable ~~inflation~~foreign ofcurrency ~~420~~exchange ~~basis points, inventory management efforts~~ of ~~160~~320 basis points, ~~including~~and ~~higher~~unfavorable ~~close-out~~fixed ~~sales~~cost ~~and~~absorption ~~inventory~~from ~~obsolescence,~~lower ~~and~~production ~~higher~~volumes ~~royalty expense~~ and other supply chain costs of 30320 basis points. ~~These~~This ~~negative~~was ~~factors were~~ partially offset by favorable pricing actions, net of ~~210~~higher sales adjustments of 170 basis points, ~~and~~ incremental realized savings from the Optimizing for Growth program of 150 basis points, favorable mix of 130 basis points., which primarily related to the release of the Barbie movie, and cost deflation of 100 basis points.

International segment operating income was $~~295~~299.81 million in ~~2022~~2023, as compared to segment operating income of $~~350~~295.08 million in ~~2021~~2022, primarily due to lower ~~gross~~other ~~profit,~~selling ~~partially~~and ~~offset~~administrative byexpenses of $7.6 million and lower advertising and promotion expenses of $175.8 7 million, offset by lower gross profit of $10.0 million.

American Girl Segment

The following table provides a summary of Mattel's net sales and segment operating income for the American Girl segment for ~~2022~~2023 and ~~2021~~2022:

	For the Year Ended				% Change asReported		CurrencyExchange RateImpact
	December 31, 2022		December 31, 2021
	December 31, 2023		December 31, 2022
	(In millions, except percentage information)
Net Sales	$	~~226~~207.92	$	~~270~~226.39	-169	%	—	%
Segment Operating Income	0.2		5.4		N/M
Segment Operating (Loss) Income	(5.7)		0.2		N/M

N/M - Not meaningful

Net sales for the American Girl segment in ~~2022~~2023 were $~~226~~207.9 2 million, a decrease of $4319.46 million, or 169%, as compared to $~~270~~226.3 9 million in ~~2021~~2022. The decrease in net sales was the result of declines in gross billings of $4419.08 million. orGross ~~16%,~~billings decreased to $~~234~~214.0 2 million in ~~2022~~2023 from $~~277~~234.9 0 million in ~~2021.~~2022, ~~The decrease was~~ primarily due to lower billings of ~~2022~~Truly ~~Girl~~Me ~~of the Year~~ dolls of $1420.54 million ~~and lower billings of historical character dolls products of $13~~.3 ~~million.~~

Sales adjustments ~~decreased~~were to $7.10 million in ~~2022~~2023, as compared to $7.61 million in ~~2021, due to lower gross billings. Sales adjustments as a percentage of net sales was relatively consistent at 3.1% in~~ 2022~~, as compared to 2~~.~~8% in 2021.~~

Cost of sales decreased by $108.7 2 million, or 98%, to $~~106~~97.1 9 million in ~~2022~~2023 from $~~116~~106.8 1 million in ~~2021~~2022, as compared to a 169% decrease in net sales, primarily due to a decrease of product and other costs of $79.2 8 million.

Gross margin in ~~2022~~2023 decreased to 5352.28% ~~in 2022~~ from 5653.82% in ~~2021~~2022, primarily due to cost inflation of ~~230~~130 basis points, ~~royalty expense and other of 170 basis points, and inventory obsolescence of 30 basis points,~~ partially offset by incremental realized savings from the Optimizing for Growth program of 8070 basis points and favorable product mix and other of 20 basis points.

American Girl segment operating ~~income~~loss was $05.2 7 million in ~~2022~~2023, as compared to segment operating income of $50.42 million in ~~2021~~2022, primarily due to lower gross profit, ~~partially~~of $11.4 million, offset by lower advertising and promotion expenses of $3.2 million and lower other selling and administrative expenses of $252.0 3 million,. ~~including~~The decrease in other selling and administrative expenses was primarily due to lower rent expense of $157.2 9 million ~~from~~and lower miscellaneous other selling and administrative expenses, partially offset by a gain on the sale of the American Girl corporate ~~offices~~office and distribution center ~~during~~in the prior year of $15.2 million, which reduced other selling and administrative expense in 2022.

3736

Cost Savings Programs

Optimizing for Growth (formerly Capital Light)

In February 2021, Mattel announced the Optimizing for Growth program (the "OFG program"), a multi-year cost savings program that integrates and expands upon the previously announced Capital Light program ~~(the "Program")~~, which had targeted annual gross cost savings of $250 million from actions expected to be completed beginning 2021 through 2023. In February 2023, Mattel expanded the ~~Program~~OFG program and increased the targeted annual gross cost savings from $250 million to $300 million, reflecting additional initiatives, including actions to further streamline Mattel's organizational structure. ~~The~~As ~~additional~~of ~~initiatives~~December ~~are~~31, ~~estimated~~2023, toMattel ~~result~~concluded inthe ~~incremental~~OFG ~~employee~~program ~~severance~~and, ~~charges~~excluding ofprevious ~~$10~~actions ~~million~~taken tounder ~~$15~~the ~~million~~Capital ~~during~~Light ~~2023~~program, achieved annualized gross cost savings of approximately $343 million.

Of the $~~300~~343 million in ~~targeted~~ gross cost savings, approximately 60% isbenefits ~~expected to benefit~~ cost of sales, 30% isbenefits ~~expected to benefit~~ other selling and administrative expenses, and 10% isbenefits ~~expected to benefit~~ advertising and promotion expenses. ~~Estimated~~Total ~~total~~ cash expenditures associated with the ~~Program~~OFG program, excluding previous actions taken under the Capital Light program, ~~are~~were ~~expected to be~~ approximately $~~135~~170 ~~to $165~~ million.

~~Mattel~~The ~~estimates the~~ cost of actions for the ~~Program~~OFG program, excluding previous actions taken under the Capital Light program, towere be as follows:

Optimizing for Growth - Actions			Estimate of Cost
Optimizing for Growth – Actions			Total Cost
Employee severance			$4055 ~~to $50~~ million
Real estate/supply chain optimization and other restructuring costs			$2533 ~~to $35~~ million
Non-cash charges (a)			$5558 ~~to $60~~ million
Total estimated severance and restructuring costs			$120 to $145 million
Total severance and restructuring costs			$146 million
Information technology enhancements and other investments			$7082 ~~to $80~~ million
Total estimated actions			$190 to $225 million
Total actions			$228 million

(a)Non-cash charges include $45.4 million of currency translation losses that were recognized within other non-operating expense, net, in the consolidated statement of operations during 2022 as a result of Mattel's liquidation of its subsidiary in Argentina, which was substantially completed in 2022.

Cumulatively, in conjunction with previous actions taken under the Capital Light program prior to 2021, ~~targeted~~Mattel achieved annual gross cost savings for the ~~Program~~OFG ~~are~~program of $~~375~~418 million byas ~~2023~~of December 31, ~~with~~2023. The total ~~expected~~ cash expenditures ofwere approximately $~~175 to $205~~208 million, and total ~~expected~~ non-cash charges ofwere $~~70 to $75~~73 million. Of the $~~375~~418 million inannual ~~targeted~~ gross cost savings, approximately 6570% isbenefits ~~expected to benefit~~ cost of sales, 2520% isbenefits ~~expected to benefit~~ other selling and administrative expenses, and 10% isbenefits ~~expected to benefit~~ advertising and promotion expenses.

In connection with the ~~Program~~OFG program, Mattel ~~has~~ recorded severance and other restructuring costs in the following cost and expense categories within operating income in the consolidated statements of operations:

	For the Year Ended
	December 31, 2022		December 31, 2021		December 31, 2020
	December 31, 2023		December 31, 2022		December 31, 2021
	(In millions)
Cost of sales (a)	$	10(1.73)	$	210.97	$	52.79
Other selling and administrative expenses (b)	2332.63		3223.36		732.23
	$	3431.30	$	3534.23	$	1235.92

(a)Severance and other restructuring costs recorded within cost of sales in the consolidated statements of operations are included in segment operating income ~~(loss)~~ in "Note 1314 to the Consolidated Financial Statements—Segment Information"."

(b)Severance and other restructuring costs recorded within other selling and administrative expenses in the consolidated statements of operations are included in corporate and other expense in "Note 1314 to the Consolidated Financial Statements—Segment Information."

As of December 31, ~~2022~~2023, Mattel had recorded cumulative severance and other restructuring charges related to the ~~Program~~OFG program, including previous actions taken under the Capital Light program, of approximately $~~165~~196 million, which ~~include~~included approximately $73 million of non-cash charges. Non-cash charges include $45.4 million recorded in non-operating expense, net, during 2022, related to the liquidation of Mattel's subsidiary in Argentina. Mattel realized cumulative cost savings (before severance, restructuring costs, and cost inflation) of approximately $280 million, which represents approximately 80% benefit to cost of sales, 15% benefit to other selling and administrative expenses, and 5% benefit to advertising and promotion expenses, as of December 31, 2022, in connection with the Program.

38During 2021, in conjunction with the OFG program, Mattel completed the sale of a manufacturing plant based in Mexico, which included land and buildings, resulting in a pre-tax gain of $15.8 million.

Optimizing for Profitable Growth

On February 7, 2024, Mattel announced the Optimizing for Profitable Growth program, a multi-year cost savings program that follows the OFG program and is designed to achieve further efficiency and cost savings opportunities, primarily within Mattel’s global supply chain, including its manufacturing footprint (the "OPG program"). The OPG program includes cost savings actions in connection with discontinuing production at a plant in China as previously announced in the third quarter of 2023, that were not included in the OFG program. Targeted annual gross cost savings from actions associated with the OPG program, which are expected to be completed beginning 2024 through 2026, are $200 million. Of the $200 million in targeted annual gross costs savings, approximately 70% is expected to benefit cost of sales and 30% is expected to benefit other selling and administrative expenses. Total expected cash expenditures under the OPG program are expected to be between $130 and $165 million.

The costs associated with the OPG program are expected to include the following:


Optimizing for Profitable Growth – Actions			Estimate of Cost
Employee severance			$90 to $105 million
Other restructuring costs			$10 to $20 million
Non-cash charges			up to $5 million
Total estimated severance and restructuring costs (a)			$100 to $130 million
Investments			$30 to $40 million
Total estimated actions			$130 to $170 million

(a)Total estimated costs include $30 to $35 million of severance and other restructuring costs and up to $5 million of non-cash charges associated with the discontinuing of production at a manufacturing plant in China, which was previously announced during the third quarter of 2023.

As of December 31, 2023, in connection with the OPG program, Mattel recorded $25.3 million of severance costs within other selling and administrative expense in the consolidated statements of operations and is included in corporate and other expense in "Note 14 to the Consolidated Financial Statements—Segment Information."

Other Cost Savings Actions

InMattel ~~connection~~executed ~~with~~other ~~Mattel's~~cost ~~continued~~savings ~~efforts~~actions in 2023 not included in the OFG program or the OPG program to streamline its organizational structure. ~~and~~In ~~restore~~connection ~~profitability,~~with inthese ~~May 2020~~actions, Mattel ~~committed~~recorded toseverance aexpense ~~planned~~of $3.4% ~~reduction~~million within other selling and administrative expenses in ~~its~~the ~~non-manufacturing~~consolidated ~~workforce.~~statement of operations.

During 2020, Mattel recorded severance and other restructuring charges of approximately $28 million, of which approximately $19 million related to actions taken to streamline Mattel's organizational structure and approximately $9 million related to actions associated with a prior cost savings program.

Income Taxes

See Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Provision for Income Taxes."

Liquidity and Capital Resources

Mattel's primary sources of liquidity are its domestic and foreign cash and equivalents balances, short-term borrowing facilities, including its $1.40 billion senior secured revolving credit facility (the "Revolving Credit Facility"), and access to capital markets to fund its operations and obligations. Such obligations may include capital expenditures, debt service, future royalty payments pursuant to licensing agreements, future inventory and service purchases, and required cash contributions and payments related to benefit plans. Of Mattel's $~~761~~1.226 ~~million~~billion in cash and equivalents at December 31, ~~2022~~2023, ~~approximately~~ $~~304~~578.1 million was held by foreign subsidiaries, including $6957.2 million held in Russia. Mattel's cash held in Russia can be used within the country; however, its movement out of Russia is currently limited.

Cash flows from operating activities could be negatively impacted by decreased demand for Mattel's products, which could result from factors such as, but not limited to, adverse economic conditions and changes in public and consumer preferences, or by increased costs associated with manufacturing and distribution of products or shortages in raw materials or component parts. Additionally, Mattel's ability to issue long-term debt and obtain seasonal financing could be adversely affected by factors such as, but not limited to, global economic crises and tight credit environments, an inability to comply with its debt covenants and its Revolving Credit Facility covenants, or deterioration of Mattel's credit ratings. However, based on Mattel's current business plan and factors known to date, it is expected that existing cash and equivalents, cash flows from operations, availability under the Revolving Credit Facility, and access to capital markets, will be sufficient to meet working capital and operating expenditure requirements for the next twelve months.38

~~The~~Cash ~~Tax~~flows ~~Cuts~~from ~~and~~operating ~~Jobs~~activities ~~Act~~could be negatively impacted by decreased demand for Mattel's products, ~~enacted~~which oncould ~~December~~result 22from factors such as, ~~2017~~but ~~(the~~not ~~"U.S.~~limited ~~Tax~~to, ~~Act")~~adverse economic conditions and changes in public and consumer preferences, ~~provides~~or ~~Mattel~~by increased costs associated with amanufacturing ~~reduced~~and ~~cost~~distribution toof ~~access~~products ~~the~~or ~~earnings~~shortages ofin ~~its~~raw ~~foreign~~materials ~~subsidiaries~~or component parts. AsAdditionally, Mattel's ability to issue long-term debt and obtain seasonal financing could be adversely affected by factors such as, ~~Mattel~~but ~~has~~not ~~evaluated~~limited ~~its~~to, ~~intentions~~global ~~related~~economic crises and tight credit environments, an inability to ~~its~~comply ~~indefinite~~with ~~reinvestment~~its ~~assertion~~debt covenants and ~~has~~its ~~recorded~~Revolving aCredit ~~$28~~Facility covenants, or deterioration of Mattel's credit ratings.~~0 million~~ ~~deferred~~However, ~~tax~~based ~~liability~~on asMattel's ofcurrent ~~December 31~~business plan and factors known to date, ~~2022~~it is expected that existing cash and equivalents, ~~related~~cash toflows ~~approximately~~from ~~$2.60 billion~~operations, ofavailability ~~foreign~~under ~~earning~~the ~~that~~Revolving ~~will~~Credit ~~not~~Facility, and access to capital markets, will be ~~indefinitely~~sufficient ~~reinvested~~to meet working capital and operating expenditure requirements for the next twelve months and in the long-term.

The Tax Cuts and Jobs Act, enacted on December 22, 2017 (the "U.S. Tax Act"), provides Mattel with a reduced cost to access the earnings of its foreign subsidiaries. With the passage of the U.S. Tax Act, repatriations of foreign ~~cash~~earnings generally will not be taxable for U.S. federal income tax purposes, but may be subject to state income tax and/or foreign withholding tax, in addition to any local country distribution requirements. As such, Mattel has evaluated its intentions related to its indefinite reinvestment assertion and has recorded a $23 million deferred tax liability related to approximately $556 million of foreign earnings that will not be indefinitely reinvested.

Current Market Conditions

Mattel is exposed to financial market risk resulting from changes in interest and foreign currency exchange rates.

Consistent with prior periods, Mattel intends to utilize its existing cash and cash equivalents, cash flow from operations, and borrowings under the Revolving Credit Facility to meet its short-term liquidity needs. At December 31, ~~2022~~2023, Mattel had no outstanding borrowings under the Revolving Credit Facility and approximately $89 million in outstanding letters of credit under the Revolving Credit Facility.

Market conditions could affect certain terms of other debt instruments that Mattel enters into from time to time.

Mattel monitors the third-party depository institutions that hold Mattel's cash and equivalents. Mattel's emphasis is primarily on safety and liquidity of principal, and secondarily on maximizing the yield on those funds. Mattel diversifies its cash and equivalents among counterparties and securities to minimize risks.

Mattel is subject to credit risks relating to the ability of its counterparties in hedging transactions to meet their contractual payment obligations. The risks related to creditworthiness and nonperformance have been considered in the fair value measurements of Mattel's foreign currency forward exchange contracts. Mattel closely monitors its counterparties and takes action, as necessary, to manage its counterparty credit risk.

39Mattel expects that some of its customers and vendors may experience difficulty in obtaining the liquidity required to buy inventory or raw materials. Mattel monitors its customers' financial condition and their liquidity in order to mitigate accounts receivable collectability risks, and customer terms and credit limits are adjusted, if necessary. Additionally, Mattel uses a variety of financial arrangements to support the collectability of accounts receivable of customers deemed to be a credit risk, including requiring letters of credit, purchasing various forms of credit insurance with unrelated third parties, or requiring cash in advance of shipment.

Mattel ~~expects~~sponsors ~~that~~defined ~~some~~benefit ofpension ~~its~~plans ~~customers~~ and ~~vendors~~postretirement ~~may~~benefit ~~experience~~plans ~~difficulty~~for inits ~~obtaining~~employees. ~~the~~Actual ~~liquidity~~returns ~~required~~below tothe ~~buy~~expected ~~inventory~~rate orof ~~raw~~return, ~~materials.~~along ~~Mattel~~with ~~monitors~~changes ~~its~~in ~~customers'~~interest ~~financial~~rates ~~condition~~that ~~and~~affect ~~their~~the ~~liquidity~~measurement inof ~~order~~the toliability, ~~mitigate~~would ~~accounts~~impact ~~receivable~~the ~~collectability~~amount ~~risks,~~ and ~~customer~~timing ~~terms~~of ~~and~~Mattel's ~~credit~~future ~~limits~~contributions ~~are~~to ~~adjusted,~~these ~~if necessary~~plans. ~~Additionally,~~ Mattel ~~uses~~expects ~~a variety of financial arrangements~~ to ~~ensure~~make ~~collectability~~cash ofcontributions ~~accounts~~totaling ~~receivable~~approximately of$14 ~~customers~~million ~~deemed~~ to beits adefined ~~credit~~benefit ~~risk,~~pension ~~including~~and ~~requiring~~postretirement ~~letters~~benefit ofplans ~~credit~~in 2024, ~~purchasing~~substantially ~~various~~all ~~forms~~ of ~~credit~~which ~~insurance~~will ~~with~~be ~~unrelated~~for ~~third~~benefit ~~parties,~~payments orfor ~~requiring~~its ~~cash~~under-funded ~~in advance of shipment~~plans.

Mattel sponsors defined benefit pension plans and postretirement benefit plans for its employees. Actual returns below the expected rate of return, along with changes in interest rates that affect the measurement of the liability, would impact the amount and timing of Mattel's future contributions to these plans.

Cash Flow Activities

Cash flows provided by operating activities were $~~442~~869.8 million in ~~2022~~2023, as compared to $~~485~~442.58 million in ~~2021~~2022. The ~~decrease~~increase in cash flows provided by operating activities was primarily due to $62525.28 million of ~~higher~~improvements to working capital, ~~usage~~which included $477.4 million of favorability from changes to accounts payable and accrued liabilities and $464.8 million of favorability from lower inventories, partially offset by the impact of higher accounts receivable of $396.2 million. The improvements to working capital were partially offset by changes in net income, excluding the ~~impact~~changes to deferred tax assets of $176.4 million and other non-cash items.

Cash flows used for investing activities were $~~144~~142.24 million in ~~2022~~2023, as compared to $~~105~~144.12 million in ~~2021~~2022. The ~~increase~~decrease in cash flows used for investing activities was primarily due to ana ~~increase~~$26.2 million decrease in capital expenditures ofand $3515.2 5 million in higher net proceeds from foreign currency forward exchange contracts, partially offset by $31.3 million lower proceeds from the sale of assets.

Cash flows used for financing activities were $260.6 million in 2022, as compared to $402.1 million in 2021. The decrease in cash flows used for financing activities was primarily due to $250.0 million repayment of the 3.15% Senior Notes due March 2023 in 2022, compared to $391.1 million of cash used for repayment and refinancing of the 6.75% 2017/2018 Senior Notes due December 2025 in 2021.39

~~During~~Cash ~~2022~~flows ~~and~~used ~~2021,~~for ~~Mattel~~financing ~~did~~activities ~~not~~were ~~repurchase any shares of its common stock~~$226.6 ~~Mattel's~~million ~~share~~in ~~repurchase program was first announced on July 21~~2023, ~~2003.~~as Oncompared ~~July 17, 2013, the Board of Directors authorized Mattel~~ to ~~increase its share repurchase program by~~ $~~500~~260.06 million. Atin ~~December 31,~~ 2022~~, share repurchase authorizations of $203~~.0 ~~million~~The ~~had~~decrease ~~not~~in ~~been~~cash ~~executed.~~flows ~~The~~used ~~resumption~~for offinancing ~~repurchases~~activities ~~under this program~~ was ~~announced~~primarily ondue ~~February~~to 8,the ~~2023~~$250.0 million ~~Repurchases~~repayment ~~under~~of the ~~program~~3.15% ~~will~~Senior ~~take~~Notes ~~place~~due ~~from~~March ~~time~~2023 toin ~~time~~2022, ~~depending~~partially onoffset ~~market~~by ~~conditions~~$203.0 ~~Mattel's~~million of share ~~repurchase~~repurchases ~~program~~in ~~has no expiration date~~2023.

During ~~2022~~2023, ~~and~~Mattel ~~2021~~repurchased 10.4 million shares of its common stock at a cost of $203.0 million. During 2022, Mattel did not ~~pay~~repurchase any ~~dividends~~shares ~~to holders~~ of its common stock. ~~The~~Mattel's ~~payment~~share ofrepurchase ~~dividends~~program was first announced on ~~common~~July ~~stock~~21, is2003. atOn July 17, 2013, the ~~discretion~~Board of Directors approved a $500.0 million increase to Mattel's share repurchase authorization and, as of December 31, 2023, such authorization was exhausted. On February 5, 2024, the Board of Directors ~~and~~authorized isa ~~subject~~new $1.00 billion share repurchase program. Repurchases under the program will take place from time to ~~customary~~time, ~~limitations~~depending on market conditions. Mattel's share repurchase program has no expiration date.

During 2023 and 2022, Mattel did not pay any dividends to holders of its common stock. The payment of dividends on common stock is at the discretion of the Board of Directors and is subject to customary limitations.

Seasonal Financing

See Item 8 "Financial Statements and Supplementary Data—Note 56 to the Consolidated Financial Statements—Seasonal Financing and Debt."

Credit Ratings

In ~~2022~~2023, Fitch ~~changed~~maintained Mattel's ~~long-term~~ credit rating ~~from~~of BB ~~to BB~~+ with a positive outlook. In ~~2022~~2023, Moody's ~~changed~~maintained Mattel's ~~long-term~~credit rating of Baa3 with a stable outlook. In 2023, Standard & Poor's changed Mattel's credit rating from ~~Ba2~~BB+ to ~~Baa3~~BBB- and maintained a ~~stable~~positive outlook. In ~~2022~~February 2024, Fitch changed Mattel's credit rating from BB+ to BBB- with a stable outlook and Standard & Poor's changed Mattel's ~~long-term~~ credit rating from BBBBB- to ~~BB+~~BBB ~~and~~with ~~maintained~~ a ~~positive~~stable outlook.

Financial Position

Mattel's cash and equivalents increased $29500.91 million to $~~761~~1.226 ~~million~~billion at December 31, ~~2022~~2023, as compared to $~~731~~761.42 million at December 31, ~~2021~~2022, primarily due to cash flow provided by operating activities of $~~442~~869.8 million ~~and proceeds from the sale of assets of $38.1 million~~, partially offset by ~~the~~share ~~redemption~~repurchases of ~~the~~ $~~250~~203.0 million ~~aggregate principal amount of the 3.15% Senior Notes due 2023,~~ and capital expenditures of $~~186~~160.53 million.

Accounts receivable ~~decreased~~increased $~~212~~221.56 million to $~~860~~1.208 ~~million~~billion at December 31, ~~2022~~2023, as compared to $1860.072 ~~billion~~million at December 31, ~~2021~~2022, primarily due to the ~~decline~~increase in net sales of $218.8 million in the fourth quarter of ~~2022~~2023 compared to the prior year.

Inventories ~~increased~~decreased $~~116~~322.95 million to $~~894~~571.16 million at December 31, ~~2022~~2023, as compared to $~~777~~894.21 million at December 31, ~~2021~~2022, ~~which~~primarily ~~reflects~~due to higher net sales in the ~~impact~~fourth quarter of ~~lower~~2023, ~~than~~and ~~anticipated~~higher ~~sales~~inventory production and cost inflation in 2022.

Prepaid expenses and other current assets decreased $796.80 million to $~~213~~207.5 million at December 31, ~~2022~~2023, as compared to $~~293~~213.35 million at December 31, ~~2021~~2022, primarily due to ~~the $86.0 million settlement of~~ a ~~receivable~~decrease ~~due~~in ~~from~~derivative ~~insurers~~receivables ~~related~~of ~~to a legal matter~~$13.3 million.

Accounts payable and accrued liabilities increased $158.4 million to $1.31 billion at December 31, 2023, as compared to $1.15 billion at December 31, 2022, primarily due to higher accrued incentive compensation of $137.8 million.

Accounts payable and accrued liabilities decreased $420.6 million to $1.15 billion at December 31, 2022, as compared to $1.57 billion at December 31, 2021, primarily due to a decrease in accounts payable of $107.7 million, lower accrued incentive compensation of $137.0 million, $86.0 million in settlement of an accrued legal matter, and a decrease in accrued advertising and promotion of $64.0 million.

A summary of Mattel's capitalization is as follows:

	December 31, 2022				December 31, 2021
	December 31, 2023				December 31, 2022
	(In millions, except percentage information)
Cash and equivalents	$	~~761~~1,261.24			$	~~731~~761.42
2010 Senior Notes due October 2040	250.0				250.0
2011 Senior Notes due November 2041	300.0				300.0
2013 Senior Notes due March 2023	—				250.0
2019 Senior Notes due December 2027	600.0				600.0
2021 Senior Notes due April 2026	600.0				600.0
2021 Senior Notes due April 2029	600.0				600.0
Debt issuance costs and debt discount	(2420.40)				(2924.04)
Total debt	2,~~325~~330.60		5352	%	2,~~571~~325.06		6253	%
Stockholders' equity	2,~~056~~149.32		4748		12,~~568~~056.83		3847
Total capitalization (debt plus equity)	$	4,~~381~~479.92	100	%	$	4,~~139~~381.89	100	%

On December 30, 2022, Mattel used cash on hand to redeem and retire the $250 million aggregate principal amount of the ~~3.15%~~2013 Senior Notes due 2023.

InTotal ~~2021,~~debt ~~Mattel~~was ~~used the net proceeds from the issuance of~~ $~~600 million of 3~~2.~~375%~~33 ~~Senior Notes due 2026 and $600 million of 3.750% Senior Notes due 2029, plus cash on hand, to redeem and retire $1.50~~ billion inat ~~aggregate principal amount of the 2025 Notes and pay related prepayment premiums and transaction fees and expenses. As a result of the redemptions~~December 31, ~~Mattel incurred losses on extinguishment of debt of $101.7 million~~2023, ~~comprised~~flat ofas ~~$76.0~~compared ~~million~~to ~~of prepayment premiums and a~~ $252.733 ~~million~~billion ~~write-off~~at ~~of the unamortized debt issuance costs~~December 31, ~~which was recorded within interest expense in the consolidated statements of operations~~2022.

~~Total~~Stockholders' ~~debt,~~equity ~~was~~increased $92.9 million to $2.3315 billion at December 31, ~~2022~~2023, as compared to $2.5706 billion at December 31, ~~2021.~~2022, ~~The~~primarily ~~decrease was~~ due to ~~the~~net ~~$250~~income ~~million~~in ~~redemption~~2023 of $214.4 million and the 3impact of share-based compensation on additional paid-in capital of $83.~~15%~~3 million, ~~Senior~~partially ~~Notes~~offset ~~due~~by ~~2023~~share repurchases of $203.0 million.

Stockholders' equity increased $487.4 million to $2.06 billion at December 31, 2022, as compared to $1.57 billion at December 31, 2021, primarily due to net income in 2022 of $393.9 million and the impact of share-based compensation on additional paid-in capital of $69.1 million.

Off-Balance Sheet Arrangements

Mattel is required to provide standby letters of credit to support certain obligations that arise in the ordinary course of business and may choose to provide letters of credit in place of posting cash collateral. Although the letters of credit are off-balance sheet, the majority of the obligations to which they relate are reflected as liabilities in the consolidated balance sheets. Outstanding letters of credit totaled approximately $89 million and $108 million as of December 31, ~~2022~~2023 and ~~2021~~2022, 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, including for the purchase of future inventory to ensure availability of materials. These arrangements include commitments for royalty payments pursuant to licensing agreements, which routinely contain provisions for guarantees or minimum expenditures during the terms of the contracts. Mattel also enters into long-term debt arrangements that include periodic interest and principal payments. Mattel also has defined benefit and postretirement benefit plans, which require future cash contributions and benefit payments. Additionally, Mattel routinely enters into noncancelable lease agreements for premises and equipment used, which contain minimum rental payments.

The following table summarizes Mattel's contractual commitments and obligations:

	Total		~~2023~~2024		~~2024~~2025		~~2025~~2026		~~2026~~2027		~~2027~~2028		Thereafter
	(In millions)
Long-term debt	$	2,350.0	$	—	$	—	$	—600.0	$	600.0	$	~~600.0~~—	$	1,150.0
Interest on long-term debt	~~964~~854.4		109.9		109.9		~~109~~94.97		9488.71		8854.14		~~451~~397.94
Leases	~~419~~414.81		93.92		8384.62		7169.07		5839.54		3127.75		81100.1
Minimum guarantees under licensing and similar agreements	~~188~~234.65		7090.20		6393.67		5225.75		124.19		1.0.4		—
Defined benefit and postretirement benefit plans (a)	349.6		36.0		36.5		35.9		34.6		34.8		171.8
Defined benefit and postretirement benefit plans	351.9		37.3		36.3		35.5		34.5		34.9		173.4
Purchases of inventory, services, and other	~~461~~395.45		~~301~~283.9		6149.39		4030.13		2725.43		~~24.~~6.1		~~6.1~~—
Total	$	4,~~733~~600.84	$	~~611~~614.93	$	~~354~~374.90	$	~~309~~855.67	$	~~816~~812.32	$	~~780~~123.23	$	1,~~860~~820.9

(a) Total defined benefit and postretirement benefit plans include obligations to be paid through 2032.

Liabilities for uncertain tax positions for which a cash tax payment is not expected to be made in the next twelve months are classified as other noncurrent liabilities. Due to the uncertainty regarding the periods in which examinations will be completed and limited information related to current audits, Mattel is not able to make reasonably reliable estimates of the periods in which cash settlements will occur with taxing authorities for the noncurrent liabilities.

Litigation

The content of Item 8 "Financial Statements and Supplementary Data—Note 1213 to the Consolidated Financial Statements—Commitments and Contingencies—Litigation" is hereby incorporated by reference in this Item 7.

Employee Savings Plan

Mattel sponsors a 401(k) savings plan, the Mattel, Inc. Personal Investment Plan (the "Plan"), for its domestic employees. 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 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, allowing 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 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.

Application of Critical Accounting Policies and Estimates

Mattel makes certain estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses. The accounting policies and estimates described below are those Mattel considers most critical in preparing its consolidated financial statements. These accounting policies and estimates include significant judgments made by management using information available at the time the estimates are made. As described below, however, these estimates could change materially if different information or assumptions were used instead.

Accounts Receivable—Allowance for Credit Losses

The allowance for credit losses is based on collection history and management's assessment of the current economic trends, business environment, customers' financial condition, accounts receivable aging, and customer disputes that may impact the level of future credit losses. Management believes the accounting estimate related to the allowance for credit losses is a "critical accounting estimate" because significant judgment is required to evaluate the creditworthiness of its customers when estimating the collectability of its accounts receivable. In addition, the allowance requires a high degree of judgment since it involves estimation of the impact of both current and future economic factors in relation to its customers' ability to pay amounts owed to Mattel. Significant changes in the assumptions used to develop the estimate could materially affect key financial measures, including other selling and administrative expenses, net income, and accounts receivable.

Mattel's products are sold throughout the world. Products within the North America segment are sold directly to retailers, including discount and freestanding toy stores, chain stores, department stores, other retail outlets and, to a limited extent, wholesalers, and directly to consumers through Mattel's e-commerce platforms. Products within the International segment are sold directly to retailers and wholesalers in most European, Latin American, and Asian countries, and in Australia and New Zealand, and through agents and distributors in those countries where Mattel has no direct presence.

In recent years, the mass-market retail channel has experienced significant shifts in market share among competitors, causing some large retailers to experience liquidity problems. Mattel's sales to customers are typically made on credit without collateral and are highly concentrated in the third and fourth quarters due to the seasonal nature of toy sales, which results in a substantial portion of trade receivables being collected during the latter half of the year and the first quarter of the following year. There is a risk that customers will not pay, or that payment may be delayed, because of bankruptcy, financial difficulty, or other factors beyond the control of Mattel. This could increase Mattel's exposure to losses from bad debts.

A small number of customers account for a large share of Mattel's net sales and accounts receivable. In 2022, Mattel's three largest customers, Walmart, Target, and Amazon, in the aggregate, accounted for approximately 43% of net sales, and its ten largest customers, in the aggregate, accounted for approximately 52% of net sales. As of December 31, 2022, Mattel's three largest customers accounted for approximately 38% of net accounts receivable, and its ten largest customers accounted for approximately 48% of net accounts receivable. Should one or more of Mattel's large customers experience bankruptcy or financial difficulty, the allowance for credit losses may not be sufficient to cover such losses. 42

A small number of customers account for a large share of Mattel's net sales and accounts receivable. In 2023, Mattel's three largest customers, Walmart, Target, and Amazon, in the aggregate, accounted for approximately 44% of net sales, and its ten largest customers, in the aggregate, accounted for approximately 50% of net sales. As of December 31, 2023, Mattel's three largest customers accounted for approximately 41% of net accounts receivable, and its ten largest customers accounted for approximately 49% of net accounts receivable. Should one or more of Mattel's large customers experience bankruptcy or financial difficulty, the allowance for credit losses may not be sufficient to cover such losses.

Mattel has procedures to mitigate its risk of exposure to losses from bad debts. Credit limits and payment terms are established based on the underlying criteria that collectability must be reasonably assured at the levels set for each customer. Extensive evaluations are performed on an ongoing basis throughout the fiscal year of each customer's financial performance, cash generation, financing availability, and liquidity status. Customers are reviewed at least annually, with more frequent reviews being performed, if necessary, based on the customers' financial condition and the level of credit being extended. For customers who are experiencing financial difficulty, management performs additional financial analyses prior to shipping to those customers on credit. Customers' terms and credit limits are adjusted or revoked, if necessary, to reflect the results of the review. Mattel uses a variety of financial arrangements to ensure collectability of accounts receivable of customers, including requiring letters of credit, purchasing various forms of credit insurance with unrelated third parties, or requiring cash in advance of shipment.

The following table summarizes Mattel's allowance for credit losses:

	December 31,2022			December 31,2021
	December 31,2023			December 31,2022
	(In millions, except percentage information)
Allowance for credit losses	$	278.68		$	1027.76
As a percentage of total accounts receivable	30.18		%	13.01		%

Changes in the allowance for credit losses reflect management's assessment of the factors noted above, including changes in current economic trends, business environment, past due accounts, disputed balances with customers, and the financial condition of customers. The allowance for credit losses is also affected by the time at which uncollectable accounts receivable balances are actually written off.

For the ~~years~~year ended December 31, ~~2022 and 2021~~2023, Mattel recorded a ~~charge~~benefit related to its allowance for credit losses of approximately $182 million, which was recognized as other selling and $1administrative ~~million~~income. For the year ended December 31, ~~respectively~~2022, Mattel recorded a charge related to its allowance for credit losses of approximately $18 million, which was recognized as other selling and administrative expenses. In general, Mattel's allowance for credit loss estimates has historically been within its expectations and in line with the reserves established, and although possible, significant variation is not expected in the future. If significant changes in the assumptions used to develop the estimates occur, they could materially affect key financial measures, including other selling and administrative expenses and accounts receivable. A hypothetical 1% increase or decrease to the allowance for credit losses as a percentage of accounts receivable would have impacted ~~2022~~2023 and ~~2021~~2022 other selling and administrative expenses by approximately $911 million and $119 million, respectively.

Inventories—Obsolescence Reserve

Inventories are stated at the lower of cost or net realizable value. Inventory obsolescence reserves are recorded for damaged, obsolete, excess, and slow-moving inventory. Inventory obsolescence expense is charged to cost of sales and establishes a lower cost basis for the inventory. Management believes that the accounting estimate related to the obsolescence reserve is a "critical accounting estimate" because significant judgment is required to evaluate the level of future demand for inventories held by Mattel as well as the prices at which customers are willing to pay for Mattel's inventories. As more fully described below, obsolescence reserves required for Mattel's inventory could be impacted by changes in public and consumer preferences, demand for product, or changes in the buying patterns of both retailers and consumers and inventory management of customers. Significant changes in the assumptions used to develop the estimate could materially affect key financial measures, including gross profit, net income, and inventories.

In the toy industry, orders are typically subject to cancellation or change at any time prior to shipment. Actual shipments of products ordered and order cancellation rates are affected by consumer acceptance of product lines, strength of competing products, marketing strategies of retailers, changes in buying patterns of both retailers and consumers, and overall economic conditions. Unexpected changes in these factors could result in excess inventory in a particular product line, which would require management to record a valuation adjustment on such inventory.

Mattel bases its production schedules for toy products on customer orders and forecasts, taking into account historical trends, results of market research, and current market information. Mattel ships products in accordance with delivery schedules specified by its customers, who usually request delivery within three months. In anticipation of retail sales in the traditional holiday season, Mattel significantly increases its production in advance of the peak selling period, resulting in a corresponding build-up of inventory levels in the first three quarters of its fiscal year. These seasonal purchasing patterns and requisite production lead times create risk to Mattel's business associated with the underproduction of popular toys and the overproduction of toys that do not match consumer demand. Retailers are also attempting to manage their inventories more tightly, requiring Mattel to ship products closer to the time the retailers expect to sell the products to consumers. These factors increase inventory valuation risk because Mattel's inventory levels may be adversely impacted by the need to prebuild products before orders are placed.

When conditions in the domestic and global economies become uncertain, it is difficult to estimate the level of growth or contraction for the economy as a whole. It is even more difficult to estimate growth or contraction in various parts of the economy, including the economies in which Mattel participates. Because all components of Mattel's budgeting and forecasting are dependent upon estimates of growth or contraction in the markets it serves and demand for its products, economic uncertainty makes estimates of future demand for products more difficult. Such economic changes may affect the sales of Mattel's products and its corresponding inventory levels, which could potentially impact the valuation of its inventory.

At the end of each quarter, management within each business segment, North America, International, and American Girl, performs a detailed review of its inventory on an item-by-item basis. Management assesses the need for, and the amount of, an obsolescence reserve based on the following factors:

•Customer and/or consumer demand for the item;

•Overall inventory positions of Mattel's customers;

•Strength of competing products in the market;

•Quantity on hand of the item;

•Sales price of the item;

•Mattel's cost for the item; and

•Length of time the item has been in inventory.

The timeframe between when an estimate is made and the time of disposal depends on the above factors and may vary significantly. Generally, slow-moving inventory is liquidated during the next annual selling cycle.

The following table summarizes Mattel's obsolescence reserve:

	December 31,2022			December 31,2021
	December 31,2023			December 31,2022
	(In millions, except percentage information)
Obsolescence reserve	$	4146.87		$	3141.38
As a percentage of gross inventory	47.5		%	34.95		%

For the years ended December 31, ~~2022~~2023 and ~~2021~~2022, Mattel recorded a charge related to its inventory obsolescence reserve of approximately $65 64 million and $41 65 million, respectively, which was recognized as cost of sales. In general, Mattel's inventory obsolescence estimates have historically been within expectations and in line with the reserves established, and although possible, significant variation is not expected in the future. If significant changes in the assumptions used to develop the estimate occur, they could materially affect key financial measures, including cost of sales and inventories. A hypothetical 1% increase or decrease to inventory reserves as a percentage of gross inventory at December 31, ~~2022~~2023 and ~~2021~~2022 would have impacted ~~2022~~2023 and ~~2021~~2022 cost of sales by approximately $9 6 million and $8 9 million, respectively.

Goodwill

Mattel tests goodwill for impairment annually or more often if an event or circumstance indicates that an impairment may have occurred. Management believes that the accounting estimates related to the fair value estimates of its goodwill are "critical accounting estimates" because assessing goodwill for impairment involves a high degree of judgment due to the prospective assumptions that underlie the fair value assessments, such as projecting future cash flows for Mattel's reporting units and estimating the weighted-average cost of capital that a market participant would use as a discount rate. Significant changes in the assumptions used in the goodwill impairment tests could materially affect key financial measures, including net income and goodwill.

For purposes of evaluating whether goodwill is impaired, goodwill is allocated to various reporting units, which are at the operating segment level. Mattel's reporting units are: (i) North America, (ii) International, and (iii) American Girl. Mattel then assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. This qualitative assessment is used as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test.

When the quantitative goodwill impairment test is necessary, impairment is determined by estimating the fair value of a reporting unit and comparing that value to the reporting unit's carrying amount. If the carrying amount of the reporting unit exceeds its fair value, an impairment charge is recognized in an amount equal to the excess, limited by the amount of goodwill in that reporting unit.

When performing the quantitative goodwill impairment test, Mattel determines the fair value of its reporting units based upon ~~both~~one or more acceptable valuation approaches. Mattel utilizes the income approach for each of its reporting units and the market approach is also utilized for the North America and International reporting units. The income approach determines the fair value based upon the discounted cash flows that the business can be expected to generate in the future. (The market approach determines fair value utilizing earnings multiples of comparable public companies, which are reflective of the ~~"Income~~market ~~Approach")~~in which each respective reporting unit operates, and ~~the~~recent comparable market ~~approach~~transactions. The ~~Income~~income ~~Approach~~approach ~~valuation method~~ requires Mattel to make projections of revenue, gross margin, operating costs, and working capital investment for the reporting unit over a multi-year period. Additionally, management must make an estimate of a weighted-average cost of capital that a market participant would use as a discount rate. Changes in these projections or estimates would impact the estimated fair value, which could significantly change the amount of any impairment ultimately recorded. The Income Approach valuation method is utilized for all reporting units. The market approach determines fair value utilizing earnings multiples of comparable public companies, which are reflective of the market in which each respective reporting unit operates, and recent comparable market transactions. The market approach is utilized for the North America and International reporting units.

Mattel ~~last~~ performed a quantitative goodwill impairment assessment as of August 1, ~~2020~~2023, and the resulting calculations indicated that the fair values exceeded the carrying amounts of Mattel's reporting units by 34.73 times, 1.87 times, and 1.68 times for the North America, International, and American Girl reporting units, respectively. There were no events or changes in circumstances subsequent to the third quarter assessment that indicate that the carrying amount of a reporting unit may exceed its fair value as of December 31, 2023.

In the third quarter of 2022, Mattel performed a qualitative assessment to determine whether it was more likely than not that the book value of each reporting unit exceeded its fair value. As a result of Mattel's qualitative assessment, it was determined that goodwill was not impaired. There were no events or changes in circumstances subsequent to the third quarter assessment that indicate that the carrying amount of a reporting unit may exceed its fair value as of December 31, 2022.

Sales Adjustments

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. Management believes that the accounting estimates related to sales adjustments are "critical accounting estimates" because significant judgment is required to estimate related accruals, such as estimating future customer sales volume to support volume-based sales incentives, estimating volumes of defective products to support reserves for defective merchandise, and estimating future customer performance and consumer preferences that could impact the discretionary sales promotions. Significant changes in the assumptions used to develop the estimates could impact Mattel's results of operations or financial condition.

The above-described programs primarily involve fixed amounts or percentages of sales to customers. The accruals for such programs, which can either be contractual or discretionary in nature, are based on an assessment of customer purchases, customer performance of specified promotional activities, and other specified factors such as customer sales volume. While certain sales adjustment amounts are readily determinable at year-end and do not require estimates, other sales adjustments, such as discretionary sales adjustments, require significant judgment by management to make these estimates. In making these estimates, management considers all available information, including the overall business environment, historical trends, and information from customers.

Accruals for these programs are recorded as sales adjustments that reduce gross billings in the period the related sale is recognized. Sales adjustments for such programs totaled $~~613~~660.6 million or 1112.31% as a percentage of net sales in ~~2022~~2023 and $~~623~~613.9 6 million or 11.43% as a percentage of net sales in ~~2021~~2022. If significant changes in the assumptions used to develop the estimates occur, they could impact Mattel's results of operations or financial condition. A hypothetical 1% increase or decrease in Mattel's sales adjustments as a percentage of net sales during the years ended December 31, ~~2022~~2023 and ~~2021~~2022 would have impacted ~~2022~~2023 and ~~2021~~2022 net sales by approximately $54 million ~~and $55 million, respectively~~.

Income Taxes

Mattel's income tax provision and related income tax assets and liabilities are based on actual and expected future income, U.S. federal and foreign statutory income tax rates, and tax regulations and planning opportunities in the various jurisdictions in which Mattel operates. Management believes that the accounting estimates related to income taxes are "critical accounting estimates" because significant judgment is required in interpreting tax regulations in the United States and in foreign jurisdictions, evaluating Mattel's worldwide uncertain tax positions, and assessing the likelihood of realizing certain tax benefits. Actual results could differ materially from those judgments, and changes in judgments could materially affect Mattel's consolidated financial statements.

Certain income and expense items are accounted for differently for financial reporting and income tax purposes. As a result, the income tax expense reflected in Mattel's consolidated statements of operations is different than that reported in Mattel's tax returns filed with the taxing authorities. Some of these differences are permanent, such as expenses that are not deductible in Mattel's tax return, and some are temporary differences that reverse over time, such as depreciation expense. These timing differences create deferred income tax assets and liabilities. Deferred income tax assets generally represent items that can be used as a tax deduction or credit in Mattel's tax returns in future years for which Mattel has already recorded a tax benefit in its consolidated statements of operations. Mattel records a valuation allowance to reduce its deferred income tax assets if, based on the weight of available evidence, management believes expected future taxable income is not likely to support the use of a deduction or credit in that jurisdiction. Management evaluates the level of Mattel's valuation allowances at least annually, and more frequently if actual operating results differ significantly from forecasted results.

~~During~~Changes the year ended December 31, 2021, Mattel continued to see improved and sustained profitability, which presented objective positive evidence for the realizability of certain deferred tax assets. As such, based on the overall analysis of the positive and negative evidence in ~~each tax jurisdiction, during 2021 Mattel released~~ the valuation allowances ~~related~~in to2022 ~~certain U.S. federal, state and foreign deferred tax assets, except for certain tax assets that are~~ primarily ~~expected~~related to ~~expire before~~ utilization. ~~Valuation~~and ~~allowance~~expiration ~~releases for the year ended December 31, 2021, resulted in recognition~~ of ~~a portion of these deferred~~ tax ~~assets~~attributes and acurrency ~~benefit to Mattel's provision for income taxes of $540~~fluctuations.8 ~~million.~~ As of December 31, ~~2021~~2022, Mattel's valuation allowances on its U.S. federal and state deferred tax assets and foreign deferred tax assets were approximately $1816 million and $8374 million, respectively. Changes in the valuation allowances in ~~2022~~2023 primarily related to changes in assessment of the future realizability of certain deferred tax assets, utilization and expiration of tax attributes, and ~~functional~~ currency fluctuations. As of December 31, ~~2022~~2023, Mattel's valuation allowances on its U.S. federal and state deferred tax assets and foreign deferred tax assets were approximately $1814 million and $7471 million, respectively. As of December 31, ~~2022~~2023 and ~~2021~~2022, Mattel had recorded net deferred tax assets of $~~416~~243.51 million and $~~486~~416.95 million, respectively.

46Mattel records unrecognized tax benefits for U.S. 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 audits, conclusions of tax audits, lapsing of applicable statutes of limitations, identification of new issues, and any administrative guidance or developments. 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 (a greater than 50 percent likelihood) be realized. As of December 31, 2023 and 2022, the unrecognized tax benefit balance, inclusive of interest and penalties and net of federal tax benefit, was $144.9 million and $127.7 million, respectively.

Mattel records unrecognized tax benefits for U.S. 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 audits, conclusions of tax audits, lapsing of applicable statutes of limitations, identification of new issues, and any administrative guidance or developments. 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 (a greater than 50 percent likelihood) be realized. As of December 31, 2022 and 2021, the unrecognized tax benefit balance, inclusive of interest and penalties, was $127.7 million and $137.9 million, respectively.

In the normal course of business, Mattel is regularly audited by U.S. federal, state, local, and foreign tax authorities. Many of the judgments made in adjusting uncertain tax positions involve assumptions and estimates regarding audit outcomes and the timing of audit settlements, which are often uncertain and subject to change. 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

See Item 8 "Financial Statements and Supplementary Data—Note 1 to the Consolidated Financial Statements—Summary of Significant Accounting Policies."

Non-GAAP Financial Measure

To supplement the financial results presented in accordance with GAAP, Mattel presents a non-GAAP financial measure within the meaning of Regulation G promulgated by the SEC. The non-GAAP financial measure that Mattel presents is currency exchange rate impact. Mattel uses this measure to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. Mattel believes that the disclosure of this non-GAAP financial measure provides useful supplemental information to investors to be able to better evaluate ongoing business performance and certain components of Mattel's results. This measure is not, and should not be viewed as, a substitute for GAAP financial measures and may not be comparable to similarly-titled measures used by other companies.

Currency Exchange Rate Impact

The currency exchange rate impact reflects the portion (expressed as a percentage) of changes in Mattel's reported results that are attributable to fluctuations in currency exchange rates.

For entities reporting in currencies other than the U.S. dollar, Mattel calculates the percentage change of period-over-period results at constant currency exchange rates (established as described below) by translating current period and prior period results using these rates and then determines the currency exchange rate impact percentage by calculating the difference between the percentage change at such constant currency exchange rates and the percentage change at actual exchange rates.

The constant currency exchange rates are determined by Mattel at the beginning of each year and are applied consistently during the year. They are generally different from the actual exchange rates in effect during the current or prior period due to volatility in actual foreign exchange rates. Mattel considers whether any changes to the constant currency rates are appropriate at the beginning of each year. The exchange rates used for these constant currency calculations are generally based on prior year actual exchange rates.

Mattel believes that the disclosure of the percentage impact of foreign currency changes is useful supplemental information for investors to be able to gauge Mattel's current business performance and the longer-term strength of its overall business since foreign currency changes could potentially mask underlying sales trends. The disclosure of the percentage impact of foreign exchange allows investors to calculate the impact on a constant currency basis and also enhances their ability to compare financial results from one period to another.

Key Performance Indicator

Gross billings represent amounts invoiced to customers. It does not include the impact of sales adjustments, such as trade discounts and other allowances. Mattel presents changes in gross billings as a metric for comparing its aggregate, categorical, brand, and geographic results to highlight significant trends in Mattel's business. Changes in gross billings are discussed because, while Mattel records the details of sales adjustments in its financial accounting systems at the time of sale, such sales adjustments are generally recorded by customer and not associated with categories, brands, or individual products.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Rate Risk

Currency exchange rate fluctuations impact Mattel's results of operations and cash flows. Unhedged transactions denominated in the Chinese yuan, ~~Euro, Mexican peso,~~ and ~~Russian~~Euro ~~ruble~~ were the primary transactions that caused foreign currency transaction exposure for Mattel in ~~2022~~2023. Mattel seeks to mitigate its exposure to market risk by monitoring its foreign currency transaction exposure for the year and partially hedging such exposure using foreign currency forward exchange contracts primarily to hedge its purchase and sale of inventory and other intercompany transactions denominated in foreign currencies. These contracts generally have maturity dates of up to 24 months. For those intercompany receivables and payables that are not hedged, the transaction gains or losses are recorded in the consolidated statements of operations in the period in which the exchange rate changes as part of operating income or other non-operating (income) expense, net based on the nature of the underlying transaction. Transaction gains or losses on hedged intercompany inventory transactions are recorded in the consolidated statements of operations in the period in which the inventory is sold to customers. In addition, Mattel manages its exposure to currency exchange rate fluctuations through the selection of currencies used for international borrowings. Mattel does not trade in financial instruments for speculative purposes.

Mattel's financial position is also impacted by currency exchange rate fluctuations on translation of its net investments in subsidiaries with non-U.S. dollar functional currencies. Assets and liabilities of subsidiaries with non-U.S. dollar functional currencies are translated into U.S. dollars at fiscal year-end exchange rates. Income, expense, and cash flow items are translated at weighted-average exchange rates prevailing during the fiscal year. The resulting currency translation adjustments are recorded as a component of accumulated other comprehensive loss within stockholders' equity. Mattel's primary currency translation adjustments in ~~2022~~2023 were related to its net investments in entities having functional currencies denominated in the ~~British pound sterling, Euro,~~ Mexican peso, ~~Brazilian~~Russian ~~real~~ruble, and ~~Hong~~British ~~Kong~~pound ~~dollar~~sterling.

There are numerous factors impacting the amount by which Mattel's financial results are affected by foreign currency translation and transaction gains and losses resulting from changes in currency exchange rates, including, but not limited to, the level of foreign currency forward exchange contracts in place at a given time and the volume of foreign currency-denominated transactions in a given period. However, assuming that such factors were held constant, Mattel estimates that a one percent change in the U.S. dollar would have impacted Mattel's ~~2022~~2023 net sales by approximately 0.4% and would have less than a $0.01 impact to Mattel's net income per share.

Mattel's foreign currency forward exchange contracts that were used to hedge firm commitments and anticipated transactions as of December 31, 2022 are shown below. All contracts in the following table are against the U.S. dollar and are maintained by reporting units with a U.S. dollar functional currency, with the exception of the Indonesian rupiah contracts, which are maintained by entities with an Indonesian rupiah functional currency.47

48Mattel's foreign currency forward exchange contracts that were used to hedge firm commitments and anticipated transactions as of December 31, 2023 are shown below. All contracts in the following table are against the U.S. dollar and are maintained by reporting units with a U.S. dollar functional currency.

	Buy					Sell
	ContractAmount		Weighted-AverageContractRate	FairValue		ContractAmount		Weighted-AverageContractRate	FairValue
	(In thousands of U.S. dollars, except for rates)
Australian dollar (a)	$	—	—	$	—	$	6575,~~176~~109	0.7067	$	(1,~~345~~096)
British pound sterling (a)	~~28,414~~—		~~1.20~~—	~~219~~—		—9,085		—1.27	—15
Canadian dollar (a)	1912,~~253~~002		0.7475	~~(31)~~107		3224,~~816~~548		0.7975	~~2,128~~(180)
Czech koruna	92,~~155~~740		22.7436	~~104~~6		—		—	—
Danish krone	2,728		6.99	19		—		—	—
Euro (a)	30,880		1.10	158		312,151		1.10	(3,524)
Euro (a)	15,833		1.06	120		224,270		1.12	7,943
Hungarian forint	5,916		350.50	62		—		—	—
Hungarian forint	5,210		381.53	127		—		—	—
Japanese yen	—		—	—		7,909		143.54	(142)
Indonesian rupiah	36,094		15,068	(1,240)		—		—	—
Mexican peso	—		—	—		52,399		17.86	(1,773)
Japanese yen	—		—	—		8,689		132.05	(58)
Polish zloty	17,869		3.95	99		—		—	—
Mexican peso	60,129		19.46	(28)		13,222		19.95	(145)
South African rand	—		—	—		2,919		18.39	15
New Zealand dollar (a)	6,535		0.63	13		—		—	—
Swiss franc	4,418		0.86	111		—		—	—
Polish zloty	19,806		4.42	297		—		—	—
	$	73,825		$	543	$	484,120		$	(6,685)
Russian ruble	29,681		59.27	(5,234)		—		—	—
Singapore dollar	12,276		1.35	123		—		—	—
South African rand	—		—	—		5,552		17.38	(94)
Swiss franc	27,411		0.92	140		—		—	—
	$	272,525		$	(5,371)	$	349,725		$	11,119

(a) The weighted-average contract rate for these contracts is quoted in U.S. dollar per local currency.

For the purchase of foreign currencies, fair value reflects the amount, based on dealer quotes, that Mattel would pay at maturity for contracts involving the same notional amounts, currencies, and maturity dates, if they had been entered into as of December 31, ~~2022~~2023. For the sale of foreign currencies, fair value reflects the amount, based on dealer quotes, that Mattel would receive at maturity for contracts involving the same notional amounts, currencies, and maturity dates, if they had been entered into as of December 31, ~~2022~~2023. The differences between the market forward amounts and the contract amounts are expected to be fully offset by currency transaction gains and losses on the underlying hedged transactions.

In addition to the contracts involving the U.S. dollar detailed in the above table, Mattel also had contracts to sell British pound sterling for the purchase of Euro. As of December 31, ~~2022~~2023, these contracts had a contract amount of $4745.46 million and a fair value ~~liability~~asset of less than $10.71 million.

Had Mattel not entered into hedges to limit the effect of currency exchange rate fluctuations on its results of operations and cash flows, its earnings before income taxes would have decreased by approximately $1930 million in ~~2022~~2023 and decreased by approximately $319 million in ~~2021~~2022.

Turkey Operations

Effective April 1, 2022, Mattel has accounted for Turkey as a highly inflationary economy, as the projected three-year cumulative inflation rate exceeded 100%. As such, beginning April 1, 2022, Mattel's Turkey subsidiary has designated the U.S. dollar as its functional currency. Mattel's Turkey subsidiary represented approximately 1% of Mattel's consolidated net sales for the year ended December 31, ~~2022~~2023.

Argentina Operations

During the third quarter of 2021, Mattel began a process to liquidate its subsidiary in Argentina. The liquidation was substantially completed during the fourth quarter of 2022. Prior to the substantial completion of the liquidation, Mattel had recorded $45.4 million of currency translation adjustments in accumulated other comprehensive loss, ~~net~~ within its consolidated balance sheet. As a result of the substantially complete liquidation, the cumulative currency translation adjustments were removed from accumulated other comprehensive loss and recognized as a loss in other non-operating expense within the consolidated statement of operations in the fourth quarter of 2022.

4948

Item 8. Financial Statements and Supplementary Data.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Mattel's management, including Ynon Kreiz, its principal executive officer, and Anthony DiSilvestro, its principal financial officer, evaluated the effectiveness of Mattel's internal control over financial reporting using the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that Mattel's internal control over financial reporting ~~was~~is not effective as of December 31, ~~2022~~2023, due to a material weakness in Mattel's internal control over financial reporting, as further described below. The effectiveness of Mattel's internal control over financial reporting as of December 31, ~~2022~~2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report that appears herein.

50Material Weakness

Mattel identified a material weakness in its internal control over financial reporting related to certain of its information technology general controls within certain of the Company's information technology systems. Specifically, Mattel did not design and maintain effective user access and provisioning review controls to prevent or detect inappropriate user and privileged access to, or ensure the appropriate segregation of duties within, those systems. Additionally, Mattel's software program change monitoring controls are not effectively designed to detect inappropriate changes to those systems.

The control deficiencies described did not result in a material misstatement to Mattel’s consolidated financial statements; however, those deficiencies raise a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Therefore, management concluded that the deficiencies represent a material weakness.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Mattel, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Mattel, Inc. and its subsidiaries (the "Company") as of December 31, ~~2022~~2023 and ~~2021~~2022, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, ~~2022~~2023, including the related notes and schedule of valuation and qualifying accounts and allowances for each of the three years in the period ended December 31, ~~2022~~2023 appearing after Item 16 and the signature and power of attorney pages (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, ~~2022~~2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2022~~2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company ~~maintained~~did not maintain, in all material respects, effective internal control over financial reporting as of December 31, ~~2022~~2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to certain of its information technology general controls within certain of the Company’s information technology systems, as the Company did not design and maintain effective user access and provisioning review controls to prevent or detect inappropriate user and privileged access to, or ensure the appropriate segregation of duties within, those systems. Additionally, the Company’s software program change monitoring controls are not effectively designed to detect inappropriate changes to those systems.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in the accompanying Management’s Report on Internal Control Over Financial Reporting. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in ~~the accompanying Management~~management's ~~Report~~report onreferred ~~Internal~~to ~~Control Over Financial Reporting~~above. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sales Adjustments Accrual – Discretionary Component

As described in Note 1 to the consolidated financial statements, the Company routinely enters into arrangements with its customers to provide sales incentives, support customer promotions, and allowances for returns or defective merchandise. Accruals for these programs are recorded in net sales as sales adjustments that reduce gross billings in the period the related sale is recognized. As disclosed by management, sales adjustments for such programs totaled $~~613~~660.6 million for the year ended December 31, ~~2022~~2023. The accrual for such programs, which can either be contractual or discretionary in nature, is based on an assessment of customer purchases, customer performance of specified promotional activities, and other specified factors such as customer sales volume. While certain sales adjustment amounts are readily determinable at year end and do not require estimates, other sales adjustments, such as discretionary sales adjustments, require significant judgment by management to make these estimates. In making these estimates, management considers all available information, including the overall business environment, historical trends, and information from customers.

The principal considerations for our determination that performing procedures relating to the discretionary component of the sales adjustments accrual is a critical audit matter are the significant judgment by management in estimating the discretionary component of the sales adjustments accrual, which in turn led to a high degree of auditor judgment, subjectivity, and audit effort in performing procedures and evaluating audit evidence relating to management's estimate.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the estimate of the discretionary component of the sales adjustments accrual. These procedures also included, among others (i) testing management's process for developing the estimate of the discretionary component of the sales adjustments accrual, (ii) evaluating the reasonableness of available information considered by management in developing the estimate, (iii) testing the completeness and accuracy of underlying data used in the estimate, (iv) evaluating, on a sample basis, the results of a retrospective comparison of sales adjustments accrued in the prior year to settlements in the current year, and (v) testing, on a sample basis, settlements subsequent to year-end.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

~~February~~March 2115, ~~2023~~2024

We have served as the Company's auditor since 1974.

5251

MATTEL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,2022		December 31,2021
	December 31,2023		December 31,2022
	(In thousands, except share data)
ASSETS
Current Assets
Cash and equivalents	$	~~761~~1,~~235~~261,363	$	~~731~~761,~~362~~235
Accounts receivable, net of allowances for credit losses of $27.6 million and $10.7 million in 2022 and 2021, respectively	860,221		1,072,684
Accounts receivable, net of allowances for credit losses of $8.8 million and $27.6 million in 2023 and 2022, respectively	1,081,827		860,221
Inventories	~~894~~571,~~064~~609		~~777~~894,~~184~~064
Prepaid expenses and other current assets	~~213~~207,~~515~~548		~~293~~213,~~299~~515
Total current assets	23,~~729~~122,~~035~~347		2,~~874~~729,~~529~~035
Noncurrent Assets
Property, plant, and equipment, net	~~469~~465,~~132~~523		~~455~~469,~~966~~132
Right-of-use assets, net	~~318~~313,~~680~~191		~~325~~318,~~484~~680
Goodwill	1,~~378~~384,~~551~~512		1,~~390~~378,~~207~~551
Deferred income tax assets	~~471~~299,~~672~~157		~~526~~471,~~906~~672
Identifiable intangible assets, net	~~425~~393,~~100~~039		~~476~~425,~~858~~100
Other noncurrent assets	~~385~~458,~~491~~053		~~343~~385,~~944~~491
Total Assets	$	6,~~177~~435,~~661~~822	$	6,~~393~~177,~~894~~661
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	~~471,475~~$	442,286	~~579,152~~$	471,475
Accrued liabilities	~~678~~866,~~689~~283		~~991~~678,~~592~~689
Income taxes payable	3733,~~584~~911		2737,~~509~~584
Total current liabilities	1,~~187~~342,~~748~~480		1,~~598~~187,~~253~~748
Noncurrent Liabilities
Long-term debt	2,~~325~~329,~~644~~986		2,~~570~~325,~~992~~644
Noncurrent lease liabilities	~~271~~259,~~418~~548		~~283~~271,~~626~~418
Other noncurrent liabilities	~~336~~354,~~582~~595		~~372~~336,~~174~~582
Total noncurrent liabilities	2,~~933~~944,~~644~~129		32,~~226~~933,~~792~~644
Commitments and Contingencies (See Note 12)
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
Common stock $1.00 par value, 1.00 billion shares authorized; 441.4 million shares issued	441,369		441,369
Additional paid-in capital	1,~~808~~774,~~308~~911		1,~~832~~808,~~144~~308
Treasury stock at cost: 87.0 million shares and 90.7 million shares in 2022 and 2021, respectively	(2,129,639)		(2,219,990)
Treasury stock at cost: 92.9 million shares and 87.0 million shares in 2023 and 2022, respectively	(2,224,160)		(2,129,639)
Retained earnings	23,~~847~~062,~~709~~061		2,~~456~~847,~~597~~709
Accumulated other comprehensive loss	(~~911~~904,~~478~~968)		(~~941~~911,~~271~~478)
Total stockholders' equity	2,~~056~~149,~~269~~213		12,~~568~~056,~~849~~269
Total Liabilities and Stockholders' Equity	$	6,~~177~~435,~~661~~822	$	6,~~393~~177,~~894~~661

The accompanying notes are an integral part of these consolidated financial statements.

5352

MATTEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended

December 31,2022

December 31,2021

December 31,2020

December 31,2023

December 31,2022

December 31,2021

(In thousands, except per share amounts)

Net Sales

5,~~434~~441,~~687~~219

5,~~457~~434,~~741~~687

45,~~588~~457,~~433~~741

Cost of sales

2,~~953~~857,~~335~~503

2,~~831~~953,~~079~~335

2,~~345~~831,~~330~~079

Gross Profit

2,~~481~~583,~~352~~716

2,~~626~~481,~~662~~352

2,~~243~~626,~~103~~662

Advertising and promotion expenses

~~534~~524,~~255~~786

~~545~~534,~~674~~255

~~525~~545,~~803~~674

Other selling and administrative expenses

1,~~271~~497,~~582~~271

1,~~351~~271,~~426~~582

1,~~342~~351,~~564~~426

Operating Income

~~675~~561,~~515~~659

~~729~~675,~~562~~515

~~374~~729,~~736~~562

Interest expense

~~132~~123,~~818~~786

~~253~~132,~~937~~818

~~198~~253,~~332~~937

Interest (income)

(925,~~398~~238)

(39,~~503~~398)

(3,~~945~~503)

Other non-operating expense, net

47,760

8,364

2,692

Other non-operating (income) expense, net

(2,293)

47,760

8,364

Income Before Income Taxes

~~504~~465,~~335~~404

~~470~~504,~~764~~335

~~177~~470,~~657~~764

Provision (benefit) for income taxes

~~135~~269,~~851~~475

~~(420~~135,~~381)~~851

65(420,~~549~~381)

(Income) from equity method investments

(2518,~~429~~423)

(1125,~~842~~429)

(11,~~471~~842)

Net Income

~~393~~214,~~913~~352

~~902~~393,~~987~~913

~~123~~902,~~579~~987

Net Income Per Common Share - Basic

10.1161

21.5811

02.3658

Weighted-average number of common shares

353,~~792~~588

~~350~~353,~~007~~792

~~347~~350,~~463~~007

Net Income Per Common Share - Diluted

10.1060

21.5310

02.3553

Weighted-average number of common and potential common shares

~~359~~357,~~612~~112

~~357~~359,~~253~~612

~~349~~357,~~116~~253

The accompanying notes are an integral part of these consolidated financial statements.

5453

MATTEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Year Ended

December 31,2022

December 31,2021

December 31,2020

December 31,2023

December 31,2022

December 31,2021

(In thousands)

Net Income

~~393~~214,~~913~~352

~~902~~393,~~987~~913

~~123~~902,~~579~~987

Other Comprehensive Income (Loss), Net of Tax

Other Comprehensive Income, Net of Tax

Currency translation adjustments

(637,~~191)~~123

(546,~~690~~191)

(3254,~~423~~690)

Employee benefit plan adjustments

15(4,~~601~~418)

3215,~~755~~601

~~(16~~32,~~997)~~755

Available-for-sale security adjustments

~~3,646~~—

13,~~075~~646

~~738~~1,075

Net unrealized gains (losses) on derivative instruments:

Net unrealized (losses) gains on derivative instruments:

Unrealized holding gains (losses)

40,449

23,253

(18,289)

Unrealized holding (losses) gains

(15,903)

40,449

23,253

Reclassification adjustments included in net income

(2610,~~513~~292)

~~912~~(26,513)

~~(8,121)~~912

13,936

24,165

(26,410)

(26,195)

13,936

24,165

Other Comprehensive Income (Loss), Net of Tax

26,992

3,305

(75,092)

Other Comprehensive Income, Net of Tax

6,510

26,992

3,305

Comprehensive Income

~~420~~220,~~905~~862

~~906~~420,~~292~~905

48906,~~487~~292

The accompanying notes are an integral part of these consolidated financial statements.

5554

MATTEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended
	December 31,2022		December 31,2021		December 31,2020
	December 31,2023		December 31,2022		December 31,2021
	(In thousands)
Cash Flows From Operating Activities:
Net Income	$	~~393~~214,~~913~~352	$	~~902~~393,~~987~~913	$	~~123~~902,~~579~~987
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation	~~144~~139,~~577~~451		~~146~~144,~~274~~577		~~154~~146,~~526~~274
Amortization	37,602		38,039		38,925
Amortization of intangibles	37,893		37,602		38,039
Share-based compensation	6983,~~072~~334		6069,~~081~~072		60,~~168~~081
Bad debt expense	18(1,~~279~~502)		118,~~202~~279		91,~~149~~202
Inventory obsolescence	6463,~~916~~748		4064,~~881~~916		4440,~~006~~881
Deferred income taxes	69176,~~510~~385		5669,~~658~~510		(556,~~300)~~658
(Income) from equity method investments	(25,429)		(11,842)		(10,752)
Income from equity method investments	(18,423)		(25,429)		(11,842)
Loss on extinguishment of long-term borrowings	—		~~101,695~~—		—101,695
(Gain) loss on sale of assets/business, net	(26,905)		(23,823)		1,028
Loss (gain) on sale of assets, net	1,016		(26,905)		(23,823)
Release of valuation allowances on deferred tax assets	—		(540,803)		—
Release of valuation allowance on deferred tax assets	—		—		(540,803)
Loss on liquidation of subsidiary	45,366		—		—
Content asset amortization	51,837		56,037		47,369
Loss on liquidation of subsidiary	—		45,366		—
Changes in assets and liabilities:
Accounts receivable	197,902		(85,603)		(92,280)
Accounts receivable, net	(198,322)		197,902		(85,603)
Inventories	~~(203~~261,~~522)~~309		(~~330~~203,~~899~~522)		(42330,~~193~~899)
Prepaid expenses and other current assets	~~(11~~8,~~960)~~182		(2611,~~533~~960)		(2026,~~039~~533)
Accounts payable, accrued liabilities, and income taxes payable	~~(320~~135,~~442)~~767		~~207~~(341,~~143~~605)		17208,~~403~~722
Other, net	(10,037)		(49,994)		7,476
Content asset spend	(58,062)		(60,259)		(44,313)
Net cash flows provided by operating activities	442,842		485,463		285,696
Other, net	(27,174)		15,348		(54,629)
Net cash flows provided by operating activities	869,791		442,842		485,463
Cash Flows From Investing Activities:
Purchases of tools, dies, and molds	(8074,~~175~~480)		(7480,~~222~~175)		(5974,~~404~~222)
Purchases of other property, plant, and equipment	(~~106~~85,~~328~~820)		(77106,~~131~~328)		(5977,~~389~~131)
(Payments of) proceeds from foreign currency forward exchange contracts, net	(520)		1,585		(22,883)
Proceeds from (payments for) foreign currency forward exchange contracts, net	14,948		(520)		1,585
Proceeds from sale of assets/business	38,148		43,649		5,815
Proceeds from sale of assets	6,847		38,148		43,649
Other, net	4(3,~~650~~913)		14,~~022~~650		31,~~757~~022
Net cash flows used for investing activities	(~~144~~142,~~225~~418)		(~~105~~144,~~097~~225)		(~~132~~105,~~104~~097)
Cash Flows From Financing Activities:
(Payments of) proceeds from short-term borrowings, net	—		(969)		969
Payments of short-term borrowings, net	—		—		(969)
Payments of long-term borrowings	(250,000)		(1,575,997)		—
Payments of long-term borrowings, net	—		(250,000)		(1,575,997)
Proceeds from long-term borrowings, net	—		~~1,184,913~~—		—1,184,913
Tax withholdings for share-based compensation	(30,440)		(19,987)		(7,263)
Share repurchases	(203,016)		—		—
Proceeds from stock option exercises	27,750		12,131		64
Tax withholdings for share-based compensation	(35,108)		(30,440)		(19,987)
Other, net	(7,949)		(2,165)		388
Proceeds from stock option exercises	26,742		27,750		12,131
Net cash flows used for financing activities	(260,639)		(402,074)		(5,842)
Other, net	(15,185)		(7,949)		(2,165)
Effect of Currency Exchange Rate Changes on Cash and Equivalents	(8,105)		(9,111)		(15,597)
Net cash flows used for financing activities	(226,567)		(260,639)		(402,074)
Change in Cash and Equivalents	29,873		(30,819)		132,153
Effect of Currency Exchange Rate Changes on Cash and Equivalents	(678)		(8,105)		(9,111)
Cash and Equivalents at Beginning of Period	731,362		762,181		630,028
Change in Cash and Equivalents	500,128		29,873		(30,819)
Cash and Equivalents at End of Period	$	761,235	$	731,362	$	762,181
Cash and Equivalents at Beginning of Period	761,235		731,362		762,181
Cash and Equivalents at End of Period	$	1,261,363	$	761,235	$	731,362
Supplemental Cash Flow Information:
Cash paid during the year for:
Income taxes, gross	$	8993,~~617~~641	$	9389,~~129~~617	$	9993,~~495~~129
Interest	~~129~~117,~~217~~701		~~210~~129,~~140~~217		~~190~~210,~~674~~140

The accompanying notes are an integral part of these consolidated financial statements.

5655

MATTEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

	CommonStock		AdditionalPaid-InCapital		TreasuryStock		RetainedEarnings		AccumulatedOtherComprehensiveLoss		TotalStockholders'Equity
	(In thousands)
Balance, December 31, 2019	$	441,369	$	1,825,569	$	(2,318,921)	$	1,430,031	$	(869,484)	$	508,564
Balance, December 31, 2020	$	441,369	$	1,842,680	$	(2,282,939)	$	1,553,610	$	(944,576)	$	610,144
Net income	—		—		—		123,579		—		123,579
Other comprehensive loss, net of tax	—		—		—		—		(75,092)		(75,092)
Issuance of treasury stock for stock option exercises	—		(41)		105		—		—		64
Issuance of treasury stock for restricted stock units vesting	—		(42,830)		35,567		—		—		(7,263)
Deferred compensation	—		(186)		310		—		—		124
Share-based compensation	—		60,168		—		—		—		60,168
Balance, December 31, 2020	441,369		1,842,680		(2,282,939)		1,553,610		(944,576)		610,144
Net income	—		—		—		902,987		—		902,987
Other comprehensive income, net of tax	—		—		—		—		3,305		3,305
Issuance of treasury stock for stock option exercises	—		(4,806)		16,937		—		—		12,131
Issuance of treasury stock for restricted stock units vesting	—		(65,774)		45,787		—		—		(19,987)
Deferred compensation	—		(37)		225		—		—		188
Share-based compensation	—		60,081		—		—		—		60,081
Balance, December 31, 2021	441,369		1,832,144		(2,219,990)		2,456,597		(941,271)		1,568,849
Net income	—		—		—		393,913		—		393,913
Other comprehensive income, net of tax	—		—		—		—		26,992		26,992
Issuance of treasury stock for stock option exercises	—		(7,049)		34,800		—		—		27,751
Issuance of treasury stock for restricted stock units vesting	—		(85,847)		55,408		—		—		(30,439)
Deferred compensation	—		(12)		143		—		—		131
Share-based compensation	—		69,072		—		—		—		69,072
Adjustment of accumulated other comprehensive loss to retained earnings for available-for-sale securities	—		—		—		(2,801)		2,801		—
Balance, December 31, 2022	$441,369	~~441,369~~	$1,808,308	~~1,808,308~~	$(2,129,639)	~~(2,129,639)~~	$2,847,709	~~2,847,709~~	$(911,478)	~~(911,478)~~	$2,056,269	~~2,056,269~~
Net income	—		—		—		214,352		—		214,352
Other comprehensive income, net of tax	—		—		—		—		6,510		6,510
Share repurchases	—		—		(203,016)		—		—		(203,016)
Issuance of treasury stock for stock option exercises	—		(16,059)		42,801		—		—		26,742
Issuance of treasury stock for restricted stock units vesting	—		(100,636)		65,528		—		—		(35,108)
Deferred compensation	—		(36)		166		—		—		130
Share-based compensation	—		83,334		—		—		—		83,334
Balance, December 31, 2023	$	441,369	$	1,774,911	$	(2,224,160)	$	3,062,061	$	(904,968)	$	2,149,213

The accompanying notes are an integral part of these consolidated financial statements.

5756

MATTEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Preparation

The consolidated financial statements include the accounts of Mattel, Inc. ("Mattel") and its subsidiaries. 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 upon consolidation.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") 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 Credit Losses

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 customers' 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 collectability of accounts receivable of customers, including requiring letters of credit, purchasing various forms of credit insurance with unrelated third parties, or requiring cash in advance of shipment.

Mattel records an allowance for credit losses based on collection history and management's assessment of the current economic trends, business environment, customers' financial condition, accounts receivable aging, and customer disputes that may impact the level of future credit losses.

Inventories

Inventories are stated at the lower of cost or net realizable value. Expense associated with inventory obsolescence is recognized in cost of sales and establishes 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. Depreciation is computed using the straight-line method over estimated useful lives of 10 to 30 years for buildings and building improvements, 3 to 15 years for machinery and equipment, 3 to 10 years for software, and 10 to 20 years, not to exceed the lease term, for leasehold improvements. Tools, dies, and molds are depreciated using the straight-line method over 3 years. Estimated useful lives are periodically reviewed and, where appropriate, changes are made prospectively. The carrying amount of property, plant, and equipment is reviewed when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Any potential impairment identified is initially assessed by evaluating the operating performance and future undiscounted cash flows of the underlying ~~assets~~asset groups. When property, plant and equipment are sold or retired, the cost of the property and the related accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is included in the consolidated statements of operations.

5857

Leases

Mattel routinely enters into noncancelable lease agreements primarily for premises and equipment used in the normal course of business. Mattel excludes right-of-use assets and lease liabilities for leases with an initial term of 12 months or less from the balance sheet, and combines lease and non-lease components for property leases, which primarily relate to ancillary expenses such as common area maintenance charges and management fees.

Mattel determines if an arrangement is a lease at inception by assessing whether it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Mattel's leases may include one or more options to renew for additional terms of up to 10 years. Renewal and termination options are included in the lease term when it is reasonably certain that Mattel will exercise the option. Certain of these leases include escalation clauses that adjust rental expense to reflect changes in price indices, as well as renewal and termination options. A portion of Mattel's lease agreements include contingent rental payments based on a percentage of sales.

Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As substantially all of Mattel's leases do not provide an implicit rate, Mattel uses its incremental borrowing rate, based on the information available at the lease commencement date, to determine the present value of lease payments. Operating lease costs are recognized on a straight-line basis over the lease term.

Goodwill and Intangible Assets

Goodwill is allocated to various reporting units, which are at the operating segment level, for the purpose of evaluating whether goodwill is impaired. Mattel's reporting units are: (i) North America, which consists of the United States and Canada, (ii) International, and (iii) American Girl. Components of the operating segments have been aggregated into a single reporting unit as the components have similar economic characteristics. The similar economic characteristics include the nature of the products, the nature of the production processes, the customers, and the manner in which the products are distributed. Mattel tests its goodwill for impairment annually in the third quarter and whenever events or changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value.

Mattel also tests its amortizable intangible assets, which are primarily comprised of trademarks and trade names, for impairment whenever events or changes in circumstances indicate that the asset's carrying amount may not be recoverable. Amortization is computed primarily using the straight-line method over the estimated useful lives of the amortizable intangible assets.

Content Assets

Mattel incurs and capitalizes direct costs associated with the production of episodic series, feature films, and other similar forms of content. Content assets are recorded within other noncurrent assets in the consolidated balance sheets. Mattel's content assets are predominately monetized individually and amortized based upon the ratio of the current period’s revenues to the estimated remaining total revenues ("Ultimate Revenues"). Ultimate Revenues include revenues forecasted to be earned within ten years from the date of initial release of the content asset. Ultimate Revenues are reassessed each reporting period. If Mattel's estimate of Ultimate Revenues decreases, amortization of costs may be accelerated or result in an impairment. To the extent Mattel's estimate of Ultimate Revenues increases, cost amortization may be slowed. Content asset amortization is recorded within cost of sales in the consolidated statements of operations. Unamortized content assets shall be tested for impairment at the individual content asset level when events or changes in circumstances indicate that the fair value of an asset may be less than its unamortized costs.

Foreign Currency Translation Exposure

Mattel's reporting currency is the U.S. dollar. The translation of its net investments in subsidiaries with non-U.S. dollar functional currencies subjects Mattel to the impact of currency exchange rate fluctuations in its results of operations and financial position. Assets and liabilities of subsidiaries with non-U.S. dollar functional currencies are translated into U.S. dollars at year-end exchange rates. Net income 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.

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 statements of operations. Transaction gains or losses on hedged intercompany inventory transactions are recorded in the consolidated statements of operations in the period in which the inventory is sold to customers. 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.

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 consolidated statements 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 consolidated statements of operations in the period the determination is made.

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. Mattel utilizes derivative contracts to hedge certain purchases of commodities, which were not material.

Revenue Recognition and Sales Adjustments

Revenue is recognized when control of the goods is transferred to the customer, which is either upon shipment or upon receipt of finished goods by the customer, depending on the contract terms, with payment due typically within 60 days from the invoice date. Mattel routinely enters into arrangements with its customers to provide sales incentives, support customer promotions, and allowances for returns or 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. Accruals for these programs are recorded in net sales as sales adjustments that reduce gross billings in the period the related sale is recognized.

The accrual for such programs, which can either be contractual or discretionary in nature, is based on an assessment of customer purchases, customer performance of specified promotional activities, and other specified factors such as customer sales volume. In making these estimates, management considers all available information, including the overall business environment, historical trends, and information from customers.

Mattel also enters into symbolic and functional licensing arrangements, whereby the licensee pays Mattel royalties based on sales of licensed product, and in certain cases are subject to minimum guaranteed amounts. The timing of revenue recognition for certain of these licensing arrangements with minimum guarantees is based on the determination of whether the license of intellectual property ("IP") is symbolic, which includes the license of Mattel's brands, or functional, which includes the license of Mattel's completed television or streaming content.

Revenues from symbolic licenses of IP are recognized based on actual sales when Mattel expects royalties to exceed the minimum guarantee. For symbolic licensing arrangements in which Mattel does not expect royalties to exceed the minimum guarantee, an estimate of the royalties expected to be recouped is recognized on a straight-line basis over the license term.

Revenues from functional licenses of IP are recognized once the license period has commenced and the licensee has the ability to use the delivered content.

Mattel does not evaluate contracts of one year or less for the existence of a significant financing component. Multi-year contracts were not material.

Advertising and Promotion Costs

Advertising production costs are expensed in the period the underlying advertisement is first aired. The costs of other advertising and promotional programs are expensed in the period incurred.

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 expensed in the period incurred.

Employee Benefit Plans

Mattel and certain of its subsidiaries have retirement and other postretirement benefit plans covering substantially all employees of these entities. Actuarial valuations are used in determining amounts recognized in the financial statements for certain retirement and other postretirement benefit plans (see "Note 4 to the Consolidated Financial Statements—Employee Benefit Plans").

Share-Based Payments

Mattel recognizes the cost of service-based employee share-based payment awards on a straight-line attribution basis over the requisite employee service period, net of estimated forfeitures.

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 stock 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. Expected dividend yield is based on the annual rate of dividends expected to be paid over the expected life. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues approximating the expected life. Mattel estimates and adjusts forfeiture rates based on a periodic review of recent forfeiture activity and expected future employee turnover.

Mattel determines the fair value of restricted stock units ("RSUs"), excluding performance RSUs, based on the closing market price of Mattel's common stock on the date of grant, adjusted by the present value of the expected dividends for RSUs that are not entitled to a dividend during the vest period.

Mattel determines the fair value of the performance-related components of its performance RSUs based on the closing market price of Mattel's common stock on the date of grant. It determines the fair value of the market-related components of its performance RSUs based on the Monte Carlo valuation methodology.

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. Mattel evaluates the realization of its deferred tax assets based on all available evidence and establishes a valuation allowance to reduce deferred tax assets when it is more likely than not that they will not be realized.

Mattel recognizes the financial statement effects of a tax position when it is more likely than not that, based on technical merits, the position will be sustained upon examination. The tax benefits of the position recognized in the financial statements are then measured based on the largest amount of benefit that is greater than 50% likely to be realized upon settlement with a taxing authority. In addition, Mattel recognizes interest and penalties related to unrecognized tax benefits as a component of the income tax provision.

In the normal course of business, Mattel is regularly audited by U.S. 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.

Equity Method Investments

Mattel utilizes the equity method when accounting for investments in which Mattel is able to exercise significant influence, but does not hold a controlling interest. Significant influence is generally presumed to exist when Mattel owns between 20% to 50% of the investee. Under the equity method of accounting, the initial equity investment is recorded at cost. The carrying amount of the investment is subsequently adjusted for Mattel's share of net income (loss) and distributions from the investee.

Mattel owns a 50% equity interest in Mattel163 Limited, a joint venture with a third party that develops and operates online games. Mattel's portion of the joint venture's earnings and losses is recognized on a three-month lag as the joint venture's financial information is not available in a sufficiently timely manner. The joint venture was not significant for the periods presented.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In ~~November~~September ~~2021~~2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ~~2021~~2022-1004, ~~Government~~Liabilities—Supplier ~~Assistance~~Finance Programs (~~Topic~~Subtopic ~~832~~405-50): Disclosure byof ~~Business~~Supplier ~~Entities~~Finance ~~about~~Program ~~Government~~Obligations. ~~Assistance,~~ASU ~~which~~2022-04 requires ~~business~~that ~~entities~~buyers toin a supplier finance program disclose sufficient information about ~~certain~~the ~~government~~program ~~assistance~~to byallow ~~applying~~a user of the ~~grant~~financial orstatements ~~contribution~~to ~~model.~~understand ~~Mattel~~the ~~adopted~~program's nature, potential magnitude, obligations outstanding at the end of each period, and an annual rollforward of such obligations. The guidance onin ~~January~~ASU 12022-04 was effective for interim and fiscal years beginning after December 15, 2022. The annual rollforward disclosure is not required to be made until the fiscal year beginning after December 15, 2023, and is to be applied prospectively. Refer to "Note 5 to the Consolidated Financial Statements—Supplier Finance Program" for additional information regarding Mattel's supplier finance program. The adoption of this new accounting standard did not have a material impact on Mattel's consolidated financial statements.

In March 2020 and January 2021, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU 2021-01, Reference Rate Reform (Topic 848): Scope, respectively. ASU 2020-04 and ASU 2021-01 provide optional expedients and exceptions for applying U.S. GAAP, to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The adoption of these new accounting standards did not have a material impact on Mattel's consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In ~~September~~November ~~2022~~2023, the FASB issued ASU ~~2022~~2023-0407, ~~Liabilities—Supplier~~Segment ~~Finance~~Reporting ~~Programs~~ (~~Subtopic~~Topic ~~405-50~~280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires incremental disclosure of significant segment expenses on an annual and interim basis to enable investors to develop more decision-useful financial analyses. The guidance in ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Mattel is currently evaluating the impact of the adoption of ASU 2023-07 on its consolidated financial statements.

~~Disclosure~~In ofDecember ~~Supplier~~2023, ~~Finance~~the ~~Program~~FASB ~~Obligations.~~issued ASU ~~2022~~2023-0409, ~~requires~~Income ~~that~~Taxes ~~buyers~~(Topic in740): aImprovements ~~supplier~~to ~~finance~~Income ~~program~~Tax ~~disclose~~Disclosures. ~~sufficient~~ASU ~~information~~2023-09 ~~for~~requires aenhanced ~~user~~income oftax ~~the~~disclosures ~~financial~~on ~~statements~~an toannual ~~understand~~basis for specific categories in the ~~program's~~rate ~~nature,~~reconciliation ~~activity,~~and ~~changes~~disclosure ~~since~~of ~~prior~~income ~~period,~~taxes ~~and~~paid ~~potential~~by ~~magnitude~~jurisdiction. The guidance in ASU ~~2022~~2023-0409 is effective for ~~interim and~~ fiscal years beginning after December 15, ~~2022~~2024. ~~Once adopted, it should be applied retrospectively to each period in which a balance sheet is presented, excluding the amendment on rollforward information, which should be presented prospectively.~~ Mattel is currently evaluating the impact of the adoption of ASU ~~2022~~2023-0409 on its consolidated financial statements.

~~Note 2—Property, Plant, and Equipment~~61

Note 2—Property, ~~plant~~Plant, and ~~equipment~~Equipment, ~~net includes the following:~~Net

	December 31,2022		December 31,2021
	(In thousands)
Land	$	18,045	$	21,811
Buildings	303,827		317,114
Machinery and equipment	654,437		762,462
Software	336,716		348,062
Tools, dies, and molds	510,398		537,499
Leasehold improvements	104,135		115,844
Construction in progress	79,742		55,559
	2,007,300		2,158,351
Less: accumulated depreciation	(1,538,168)		(1,702,385)
	$	469,132	$	455,966

Property, plant, and equipment, net included the following:

During the second quarter of 2022, Mattel completed the sale of the American Girl corporate offices and a distribution center located in Middleton, Wisconsin, which included land and buildings. Mattel received net proceeds from the sale of $23.8 million, which resulted in a pre-tax gain of $15.2 million, recorded in other selling and administrative expenses in the consolidated statement of operations.


	December 31, 2023		December 31, 2022
	(In thousands)
Land	$	19,838	$	18,045
Buildings	313,750		303,827
Machinery and equipment	628,089		654,437
Software	233,224		336,716
Tools, dies, and molds	488,170		510,398
Leasehold improvements	121,571		104,135
Construction in progress	48,483		79,742
	1,853,125		2,007,300
Less: accumulated depreciation	(1,387,602)		(1,538,168)
	$	465,523	$	469,132

62During the second quarter of 2022, Mattel completed the sale of the American Girl corporate office and a distribution center located in Middleton, Wisconsin, which included land and buildings. Mattel received net proceeds from the sale of $23.8 million, which resulted in a pre-tax gain of $15.2 million, recorded in other selling and administrative expenses in the consolidated statement of operations.

During the first quarter of 2021, Mattel completed the sale of a manufacturing plant located in Mexico, which included land and buildings. Mattel received net proceeds from the sale of $24.8 million, which resulted in a pre-tax gain of $15.8 million, recorded in other selling and administrative expenses in the consolidated statement of operations.

Note 3—Goodwill and Intangible Assets, Net

Goodwill

Mattel's reporting units are at the same level as its operating segments. The change in the carrying amount of goodwill by reporting unit for ~~2022~~2023 and ~~2021~~2022 is shown below. Brand-specific goodwill held by foreign subsidiaries is allocated to the North America reporting unit selling those brands, thereby causing a foreign currency translation impact. ~~During the first quarter of 2021, Mattel sold its arts, crafts, and stationery business, resulting in a reduction of goodwill of approximately $2 million.~~

	North America		International		American Girl		Total
	December 31,2021		Currency Exchange Rate Impact		December 31,2022		Currency Exchange Rate Impact		December 31,2023
	(In thousands)
Balance at December 31, 2020	$	733,401	$	452,862	$	207,571	$	1,393,834
North America	$	731,789	$	204	$	731,993	$	1,494	$	733,487
Dispositions	$	(1,290)	(1,056)		—		(2,346)
International	450,847		(11,860)		438,987		4,467		443,454
Currency exchange rate impact	(322)		(959)		—		(1,281)
American Girl	207,571		—		207,571		—		207,571
Balance at December 31, 2021	731,789		450,847		207,571		1,390,207
	$	1,390,207	$	(11,656)	$	1,378,551	$	5,961	$	1,384,512
Currency exchange rate impact	204		(11,860)		—		(11,656)
Balance at December 31, 2022	$	731,993	$	438,987	$	207,571	$	1,378,551

In the third quarter of ~~2022~~2023, Mattel performed aits ~~qualitative~~annual ~~assessment~~impairment totest ~~determine~~and ~~whether~~determined iteach ~~was~~reporting ~~more likely than not that the carrying amount of Mattel~~unit's ~~reporting units exceeded their~~ fair value. Asexceeded aits ~~result~~carrying ofamount ~~Mattel's~~and ~~qualitative assessment, it was determined~~ that goodwill was not impaired. There were no events or changes in circumstances subsequent to the third quarter assessment that indicate that the carrying amount of a reporting unit may exceed its fair value as of December 31, ~~2022~~2023.

Intangible Assets, Net

Identifiable intangibles were $~~425~~393.10 million, net of accumulated amortization of $~~364~~408.95 million, and $~~476~~425.91 million, net of accumulated amortization of $~~327~~364.09 million, as of December 31, ~~2022~~2023 and ~~2021~~2022, respectively. The estimated future amortization expense for the next five years is as follows:

	Amortization Expense
	(In thousands)
2023	$	38,134
2024	$	31,110
2024	32,168
2025	30,843
2025	32,137
2026	30,816
2026	28,736
2027	30,337
2027	28,271
2028	28,750

Mattel tests its amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Mattel's amortizable intangible assets primarily consist of trademarks and trade names. During 2023 and 2022, Mattel's amortizable intangible assets were not impaired. During 2021, Mattel discontinued the use of an intangible asset, which resulted in an asset impairment charge of $2.0 million. ~~During 2020, Mattel's amortizable intangible assets were not impaired.~~

Note 4—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 United States where its employees work.

A summary of retirement plan expense, net is as follows:

For the Year Ended

December 31,2022

December 31,2021

December 31,2020

December 31,2023

December 31,2022

December 31,2021

(In thousands)

Defined contribution retirement plans

~~36,900~~$

37,784

~~34,821~~$

36,900

~~26,697~~$

34,821

Defined benefit pension plans

$9,949

~~5,693~~

$5,693

~~14,858~~

$14,858

~~9,670~~

Deferred compensation and excess benefit plans

(78,~~113)~~227

6(7,~~857~~113)

6,~~391~~857

Postretirement benefit plans

(2,~~047~~084)

(12,~~968~~047)

(1,~~972~~968)

3353,~~433~~876

5433,~~568~~433

4054,~~786~~568

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 (credit) and other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the years ended December 31 is as follows:63

	Defined Benefit Pension Plans						Postretirement Benefit Plans
	2022		2021		2020		2022		2021		2020
	(In thousands)
Net Periodic Benefit Cost (Credit):
Service cost	$	4,010	$	4,925	$	4,348	$	2	$	2	$	1
Interest cost	12,081		10,094		15,079		89		78		139
Expected return on plan assets	(19,242)		(18,531)		(19,694)		—		—		—
Amortization of prior service cost (credit)	155		163		303		(2,038)		(2,038)		(2,038)
Recognized actuarial loss (gain)	8,996		11,177		9,584		(100)		(10)		(74)
Settlement loss	19		6,982		—		—		—		—
Curtailment (gain) loss	(326)		48		50		—		—		—
Net periodic benefit cost (credit)	$	5,693	$	14,858	$	9,670	$	(2,047)	$	(1,968)	$	(1,972)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss):
Net actuarial (gain) loss	$	(23,501)	$	(42,671)	$	12,624	$	(922)	$	(605)	$	850
Prior service cost	1,022		204		269		—		—		—
Amortization of prior service (cost) credit	(155)		(163)		(303)		2,038		2,038		2,038
Total recognized in other comprehensive (income) loss (a)	$	(22,634)	$	(42,630)	$	12,590	$	1,116	$	1,433	$	2,888
Total recognized in net periodic benefit (credit) cost and other comprehensive income (loss)	$	(16,941)	$	(27,772)	$	22,260	$	(931)	$	(535)	$	916

A summary of the components of Mattel's net periodic benefit cost (credit) and other changes in plan assets and benefit obligations recognized in other comprehensive income for the years ended December 31 is as follows:

(a)Amounts exclude related tax expense of approximately $6 million, $9 million, and $2 million, during 2022, 2021, and 2020, respectively, which are also included in other comprehensive income (loss).


	Defined Benefit Pension Plans						Postretirement Benefit Plans
	2023		2022		2021		2023		2022		2021
	(In thousands)
Net Periodic Benefit Cost (Credit):
Service cost	$	3,371	$	4,010	$	4,925	$	1	$	2	$	2
Interest cost	20,966		12,081		10,094		179		89		78
Expected return on plan assets	(20,372)		(19,242)		(18,531)		—		—		—
Amortization of prior service cost (credit)	150		155		163		(2,038)		(2,038)		(2,038)
Recognized actuarial loss (gain)	5,893		8,996		11,177		(226)		(100)		(10)
Settlement (gain) loss	(59)		19		6,982		—		—		—
Curtailment (gain) loss	—		(326)		48		—		—		—
Net periodic benefit cost (credit)	$	9,949	$	5,693	$	14,858	$	(2,084)	$	(2,047)	$	(1,968)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income:
Net actuarial loss (gain)	$	904	$	(23,501)	$	(42,671)	$	311	$	(922)	$	(605)
Prior service cost	1,169		1,022		204		—		—		—
Amortization of prior service (cost) credit	(150)		(155)		(163)		2,038		2,038		2,038
Total recognized in other comprehensive loss (income) (a)	$	1,923	$	(22,634)	$	(42,630)	$	2,349	$	1,116	$	1,433
Total recognized in net periodic benefit cost (credit) and other comprehensive income	$	11,872	$	(16,941)	$	(27,772)	$	265	$	(931)	$	(535)

64(a)Amounts exclude related tax (benefit) expense of approximately $(2) million, $6 million, and $9 million, during 2023, 2022, and 2021, respectively, which are also included in other comprehensive income.

Net periodic benefit cost (credit) 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 Ended
	December 31,2022		December 31,2021		December 31,2020
	December 31,2023		December 31,2022		December 31,2021
Defined benefit pension plans:
Discount rate	24.59	%	2.25	%	32.02	%
Weighted-average rate of future compensation increases	N/A		N/A		N/A
Long-term rate of return on plan assets	5.0	%	5.0	%	5.50	%
Postretirement benefit plans:
Discount rate	24.59	%	2.25	%	32.02	%
Annual increase in Medicare Part B premium	6.0	%	6.0	%	6.0	%
Health care cost trend rate:
Pre-65	7.0	%	7.0	%	7.0	%
Post-65	7.0	%	67.80	%	6.8	%
Ultimate cost trend rate:
Pre-65	4.5	%	4.5	%	4.5	%
Post-65	4.5	%	4.5	%	4.5	%
Year that the rate reaches the ultimate cost trend rate:
Pre-65	~~2028~~2029		~~2027~~2028		~~2026~~2027
Post-65	~~2028~~2029		~~2027~~2028		~~2026~~2027

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 in the locations where the non-U.S. plans are based. The rates shown in the preceding table are indicative of the weighted-average rates of all of Mattel's defined benefit pension plans given the relative insignificance of the foreign plans to the consolidated total.

Mattel used a measurement date of December 31, 2023 for its defined benefit pension and postretirement benefit plans. A summary of the changes in benefit obligation and plan assets is as follows:


	Defined Benefit Pension Plans				Postretirement Benefit Plans
	December 31, 2023		December 31, 2022		December 31, 2023		December 31, 2022
	(In thousands)
Change in Benefit Obligation:
Benefit obligation, beginning of year	$	452,524	$	613,266	$	3,994	$	5,176
Service cost	3,371		4,010		1		2
Interest cost	20,966		12,081		179		89
Impact of currency exchange rate changes	4,921		(14,874)		—		—
Actuarial loss (gain)	13,879		(124,229)		85		(1,022)
Benefits paid	(35,634)		(36,943)		(174)		(251)
Plan amendments	895		—		—		—
Curtailments	167		(326)		—		—
Settlements	(338)		(359)		—		—
Other	(75)		(102)		—		—
Benefit obligation, end of year	$	460,676	$	452,524	$	4,085	$	3,994
Change in Plan Assets:
Plan assets at fair value, beginning of year	$	322,175	$	457,132	$	—	$	—
Actual return (loss) on plan assets	24,184		(91,470)		—		—
Employer contributions	13,354		5,029		174		251
Impact of currency exchange rate changes	3,670		(11,105)		—		—
Benefits paid	(35,634)		(36,943)		(174)		(251)
Settlements	(338)		(359)		—		—
Other	(75)		(109)		—		—
Plan assets at fair value, end of year	$	327,336	$	322,175	$	—	$	—
Net Amount Recognized in Consolidated Balance Sheets:
Funded status, end of year	$	(133,340)	$	(130,349)	$	(4,085)	$	(3,994)

Current accrued benefit liability	$	(5,960)	$	(5,109)	$	(530)	$	(630)
Noncurrent accrued benefit liability, net	(127,380)		(125,240)		(3,555)		(3,364)
Net amount recognized	$	(133,340)	$	(130,349)	$	(4,085)	$	(3,994)
Amounts Recognized in Accumulated Other Comprehensive Loss (a):
Net actuarial loss (gain)	$	214,070	$	213,166	$	(1,566)	$	(1,877)
Prior service cost (credit)	2,075		1,056		(4,035)		(6,073)
	$	216,145	$	214,222	$	(5,601)	$	(7,950)

(a)Amounts exclude related tax benefits of approximately $69 million and $68 million for December 31, 2023 and 2022, 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 2023 and 2022 totaled $445.2 million and $437.8 million, respectively.

~~Mattel~~The ~~used~~actuarial aloss ~~measurement~~recognized ~~date~~in of2023 ~~December 31, 2022~~ for ~~its~~the defined benefit pension ~~and~~plan ~~postretirement~~was ~~benefit~~driven ~~plans.~~primarily Aby ~~summary~~the ofdecrease in the ~~changes~~discount inrate from the prior year that was used to determine the projected benefit obligation ~~and~~at ~~plan~~December ~~assets~~31, is2023. ~~as follows:~~

	Defined BenefitPension Plans				PostretirementBenefit Plans
	December 31,2022		December 31,2021		December 31,2022		December 31,2021
	(In thousands)
Change in Benefit Obligation:
Benefit obligation, beginning of year	$	613,266	$	671,181	$	5,176	$	6,246
Service cost	4,010		4,925		2		2
Interest cost	12,081		10,094		89		78
Impact of currency exchange rate changes	(14,874)		(5,762)		—		—
Actuarial gain	(124,229)		(16,597)		(1,022)		(614)
Benefits paid	(36,943)		(49,895)		(251)		(536)
Plan amendments	—		(656)		—		—
Curtailments	(326)		—		—		—
Settlements	(359)		1,612		—		—
Other	(102)		(1,636)		—		—
Benefit obligation, end of year	$	452,524	$	613,266	$	3,994	$	5,176
Change in Plan Assets:
Plan assets at fair value, beginning of year	$	457,132	$	457,880	$	—	$	—
Actual (loss) return on plan assets	(91,470)		28,622		—		—
Employer contributions	5,029		21,841		251		536
Impact of currency exchange rate changes	(11,105)		(1,244)		—		—
Benefits paid	(36,943)		(49,895)		(251)		(536)
Settlements	(359)		—		—		—
Other	(109)		(72)		—		—
Plan assets at fair value, end of year	$	322,175	$	457,132	$	—	$	—
Net Amount Recognized in Consolidated Balance Sheets:
Funded status, end of year	$	(130,349)	$	(156,134)	$	(3,994)	$	(5,176)
Current accrued benefit liability	$	(5,109)	$	(5,119)	$	(630)	$	(730)
Noncurrent accrued benefit liability, net	(125,240)		(151,015)		(3,364)		(4,446)
Net amount recognized	$	(130,349)	$	(156,134)	$	(3,994)	$	(5,176)
Amounts Recognized in Accumulated Other Comprehensive Loss (a):
Net actuarial loss (gain)	$	213,166	$	236,667	$	(1,877)	$	(956)
Prior service cost (credit)	1,056		189		(6,073)		(8,110)
	$	214,222	$	236,856	$	(7,950)	$	(9,066)

(a)Amounts exclude related tax benefits of approximately $68 million and $74 million for December 31, 2022 and 2021, 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 2022 and 2021 totaled $437.8 million and $595.4 million, respectively.

The actuarial gain recognized in 2022 for the defined benefit pension plan was driven primarily by the increase in the discount rate from the prior year that was used to determine the projected benefit obligation at December 31, 2022.

~~The~~As ~~actuarial~~of ~~gain~~December ~~recognized~~31, in2023 ~~2021~~and ~~for~~2022, ~~the~~information for defined benefit pension ~~plan~~plans ~~was~~that ~~driven~~had ~~primarily~~aggregate byaccumulated ~~the~~benefit ~~increase~~obligations inand ~~the~~projected ~~discount~~benefit ~~rate~~obligations ~~from~~in ~~the~~excess ~~prior~~of ~~year~~plan ~~that~~assets ~~was~~is ~~used~~as tofollows: ~~determine the projected benefit obligation at December 31, 2021.~~


	December 31, 2023		December 31, 2022
	(In thousands)
Projected benefit obligation	$	395,104	$	391,459
Accumulated benefit obligation	379,659		376,769
Fair value of plan assets	252,959		251,487

As of December 31, 2022 and 2021, information for defined benefit pension plans that had aggregate accumulated benefit obligations and projected benefit obligations in excess of plan assets is as follows:

	For the Year Ended
	December 31,2022		December 31,2021
	(In thousands)
Projected benefit obligation	$	391,459	$	523,968
Accumulated benefit obligation	376,769		506,124
Fair value of plan assets	251,487		348,660

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 31,2022		December 31,2021
	December 31,2023		December 31,2022
Defined benefit pension plans:
Discount rate	4.97	%	24.59	%
Cash balance interest crediting rate	4.0	%	4.0	%
Weighted-average rate of future compensation increases	N/A		N/A
Postretirement benefit plans:
Discount rate	4.97	%	24.59	%
Annual increase in Medicare Part B premium	6.0	%	6.0	%
Health care cost trend rate:
Pre-65	7.09	%	7.0	%
Post-65	78.01	%	7.0	%
Ultimate cost trend rate:
Pre-65	4.5	%	4.5	%
Post-65	4.5	%	4.5	%
Year that the rate reaches the ultimate cost trend rate:
Pre-65	~~2029~~2031		~~2028~~2029
Post-65	~~2029~~2031		~~2028~~2029

At the end of each fiscal year, Mattel determines the weighted-average discount rate used to calculate the projected benefit obligation. The discount rate is an estimate of the current interest rate at which the benefit plan liabilities could be effectively settled at the end of the year. The discount rate also impacts the interest cost component of plan income or expense. As of December 31, ~~2022~~2023, Mattel determined the discount rate for its domestic defined benefit pension and ~~post~~postretirement ~~retirement~~ benefit plans used in determining the projected and accumulated benefit obligations to be 4.97%, as compared to 24.59% as of December 31, ~~2021~~2022. In estimating this rate, Mattel reviews rates of return on high-quality corporate bond indices, which approximate the timing and amount of benefit payments.

6766

The estimated future benefit payments for Mattel's defined benefit pension and postretirement benefit plans are as follows:

	Defined BenefitPension Plans		PostretirementBenefit Plans
	(In thousands)
2023	$	35,334	$	630
2024	$	36,773	$	530
2024	35,944		530
2025	35,749		530
2025	35,333		520
2026	35,063		430
2026	34,206		420
2027	34,043		420
2027	34,357		420
2028	34,534		320
2028 - 2032	170,476		1,300
2029 - 2033	172,194		1,210

Mattel expects to make cash contributions totaling approximately $614 million to its defined benefit pension and postretirement benefit plans in ~~2023~~2024, substantially all of which will be for benefit payments for its ~~unfunded~~under funded 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 7978% of Mattel's total plan assets, are 42% in U.S. equities, 28% in non-U.S. equities, 20% in fixed income securities, and 10% in real estate securities. The U.S. equities are benchmarked against the S&P 500, and the non-U.S. equities are benchmarked against a combination of developed and emerging markets indices. Fixed income securities are long-duration bonds intended to closely match the duration of the liabilities and include U.S. government treasuries and agencies, corporate bonds from various industries, and mortgage-backed and asset-backed securities.

6867

Mattel's defined benefit pension plan assets are measured and reported in the consolidated financial statements at fair value using inputs, which are more fully described in "Note 1011 to the Consolidated Financial Statements—Fair Value Measurements," as follows:

December 31, 2022

December 31, 2023

Level 1

Level 2

Level 3

Total

(In thousands)

U.S. government and U.S. government agency securities

—

119,~~699~~636

—

119,~~699~~636

U.S. corporate debt instruments

—

4763,~~637~~707

—

4763,~~637~~707

International corporate debt instruments

—

173,~~338~~291

—

173,~~338~~291

Mutual funds (a)

—

86126,637

Money market funds

813,~~043~~092

—

813,~~043~~092

Other investments

—

74,~~563~~180

—

74,~~563~~180

Insurance "buy-in" policy

—

5760,~~310~~727

Collective trust funds (a):

U.S. equity securities

~~37,915~~562

International equity securities

2,~~694~~874

Global fixed income

2425,~~355~~048

Real Estate

$17,582

~~20,984~~

Total

813,~~043~~092

8480,~~237~~814

5760,~~310~~727

~~322~~327,~~175~~336

December 31, 2021

December 31, 2022

Level 1

Level 2

Level 3

Total

(In thousands)

U.S. government and U.S. government agency securities

—

111,~~584~~699

—

111,~~584~~699

U.S. corporate debt instruments

—

6847,~~070~~637

—

6847,~~070~~637

International corporate debt instruments

—

2317,~~752~~338

—

2317,~~752~~338

Mutual funds (a)

—

~~132~~86,~~165~~637

Money market funds

38,~~650~~043

—

38,~~650~~043

Other investments

—

67,~~979~~563

—

67,~~979~~563

Insurance "buy-in" policy

—

3057,~~731~~310

Collective trust funds (a):

U.S. equity securities

6537,~~256~~915

International equity securities

122,~~832~~694

Global fixed income

4824,~~745~~355

Diversified funds

~~46,407~~—

Real Estate

$20,984

~~16,961~~

Total

38,~~650~~043

~~100~~84,~~385~~237

3057,~~731~~310

~~457~~322,~~132~~175

(a) These investments primarily consist of privately placed funds that are valued based on net asset value per share. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the ~~statement~~consolidated ofbalance ~~financial~~sheets ~~position~~ and its related disclosures.

The fair value of collective trust funds is determined based on the net asset value per share held at year-end. The fair value of U.S. government securities, U.S. government agency securities, corporate debt instruments, mutual funds, and money market funds are determined based on quoted market prices or are estimated using pricing models with observable inputs or quoted prices of securities with similar characteristics.

6968

In December 2017, Mattel entered into an insurance buy-in policy contract with a private limited life insurance company to insure a portion of the U.K. pension plan, which initially covered approximately 40% of the total membership in the plan. In 2022, Mattel entered into an additional insurance buy-in policy contract to insure the remainder of the membership in the plan. The assets and liabilities with respect to insured pensioners are assumed to match for the purposes of ~~ASC~~Accounting Standards Codification 715, Pension — Retirement Benefits (i.e. the full benefits have been insured). The initial value of the asset associated with this policy was equal to the premium paid to secure the policy, and is adjusted each reporting period for changes in interest rates, discount rates, and benefits paid. As the valuation of this asset is judgmental, and there are no observable inputs associated with the valuation, the buy-in contract is classified as Level 3 on the fair value hierarchy.

The following table provides a reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Level 3
	(in thousands)
Balance at December 31, 2020	$	32,794
Balance at December 31, 2021	$	30,731
Purchases, sales, and settlements	(1,854)
Changes in fair value	(209)
Balance at December 31, 2021	30,731
Purchases, sales, and settlements	41,347
Changes in fair value	(14,768)
Balance at December 31, 2022	$57,310	~~57,310~~
Purchases, sales, and settlements	(2,860)
Changes in fair value	6,277
Balance at December 31, 2023	$	60,727

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 5.0% as of December 31, ~~2022~~2023 is reasonable based on historical returns.

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 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, allowing 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 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-U.S. 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 and 401(k) excess plan (the "DCP") that permits certain officers and key employees to elect to defer portions of their compensation. The participant DCP deferrals, together with certain contributions made by Mattel, earn various rates of return. The liability for these plans as of December 31, ~~2022~~2023 and ~~2021~~2022 was $4953.73 million and $6249.87 million, respectively, and is primarily 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 in the consolidated statements of operations. Separately, Mattel has purchased group trust-owned life insurance contracts designed to assist in funding these benefits under the DCP. The cash surrender value of these policies, valued at $7987.61 million and $8879.6 million as of December 31, ~~2022~~2023 and ~~2021~~2022, 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.

7069

Annual Incentive Compensation

Mattel has an annual incentive compensation ~~plans~~plan under which officers and key employees may earn cash incentive compensation based on Mattel's and individual performance, subject to certain approvals of the Compensation Committee of the Board of Directors. ~~Mattel~~Incentive ~~did not record incentive~~ compensation for 2023, 2022, ~~under~~and ~~its annual incentive compensation plan. Incentive compensation for~~ 2021 ~~and~~were ~~2020 was~~ $137.18 million, $0 million, and $~~122~~137.51 million, respectively, for awards under ~~these~~the ~~plans~~plan and ~~was~~were included in other selling and administrative expenses. During 2022, Mattel did not achieve threshold performance under the plan, and therefore, no cash payout was earned.

Note 5—~~Seasonal~~Supplier ~~Financing~~Finance ~~and Debt~~Program

Mattel has an agreement with a third-party financial institution that allows certain participating suppliers the opportunity to voluntarily finance payment obligations of Mattel under a supplier finance program. Under this program, participating suppliers may accelerate the timing of collection of their receivables due from Mattel, prior to their scheduled due dates, by selling one or more of their receivables at a discounted price to the third-party financial institution. The range of payment terms Mattel negotiates with suppliers are consistent, regardless of whether the suppliers participate in the supplier finance program and Mattel does not have any economic interest in any suppliers' decision to participate in the supplier finance program. Suppliers participating in the program are able to select which individual Mattel invoices they sell to the third-party financial institution. However, all Mattel payments of the full amounts due to participating suppliers are paid on the invoice due date based on the terms originally negotiated with the supplier, regardless of whether the individual invoice due to the supplier is sold to the third-party financial institution. Included in Mattel's accounts payable in the consolidated balance sheets as of December 31, 2023 and 2022 were $54.3 million and $86.0 million of outstanding payment obligations due to suppliers, respectively, under the supplier finance program. All payment activities related to the supplier finance program were presented within operating activities in the consolidated statements of cash flows.

Note 6—Seasonal Financing and Debt

Seasonal Financing

On September 15, 2022, Mattel entered into a revolving credit agreement (the "Credit Agreement") as the borrower with Bank of America, N.A., as administrative agent, and the other lenders and financial institutions party thereto, providing for ~~$1.40 billion~~a senior secured revolving credit facility in an aggregate principal amount of ~~senior~~$1.40 billion ~~secured revolving credit facility~~ (the "Revolving Credit Facility"). The Revolving Credit Facility will mature on September 15, 2025. In connection with the entry into the Credit Agreement, Mattel terminated the commitments and satisfied all outstanding obligations under the previous credit agreement, dated December 20, 2017 (as amended).

InBorrowings ~~connection~~under ~~with~~ the ~~entry~~Revolving ~~into the~~ Credit ~~Agreement,~~Facility ~~the~~bear ~~Company~~interest ~~terminated~~at ~~the~~a ~~commitments~~floating ~~and~~rate, ~~satisfied~~which ~~all~~can ~~outstanding~~be ~~obligations under the previous credit agreement~~either, ~~dated~~at ~~December~~Mattel's 20option, ~~2017~~ (~~as amended~~i), byadjusted ~~and~~Term ~~among~~Secured ~~Mattel,~~Overnight ~~certain~~Financing ~~domestic~~Rate ~~and~~("SOFR") ~~foreign~~plus ~~subsidiaries~~an ofapplicable ~~Mattel,~~margin asranging ~~additional~~from ~~borrowers,~~1.125% ~~certain~~to ~~other~~2.000% ~~domestic~~per ~~and~~annum ~~foreign~~or ~~subsidiaries~~(ii) ofan ~~Mattel,~~alternate asbase ~~guarantors~~rate ~~thereunder,~~plus ~~Bank~~an ofapplicable ~~America,~~margin ~~N.A.,~~ranging asfrom ~~global~~0.125% ~~administrative~~to ~~agent,~~1.000% ~~collateral~~per ~~agent~~annum, ~~and~~in ~~Australian~~each ~~security trustee~~case, ~~and~~such ~~the~~applicable ~~other~~margins ~~lenders~~to ~~and~~be ~~financial~~determined ~~institutions~~based ~~party~~on ~~thereto~~Mattel's credit ratings.

~~Borrowings~~In ~~under~~addition ~~the~~to ~~Revolving~~paying ~~Credit~~interest ~~Facility~~on ~~will~~the ~~bear~~outstanding ~~interest~~principal atunder athe ~~floating~~Revolving ~~rate~~Credit Facility, ~~which~~Mattel ~~can~~is berequired ~~either,~~to atpay ~~Mattel's option,~~ (i) ~~adjusted~~an ~~Term~~unused ~~Secured~~line ~~Overnight~~fee ~~Financing~~per ~~Rate~~annum ~~("SOFR")~~of ~~plus~~the anaverage ~~applicable~~daily ~~margin~~unused ~~ranging~~portion ~~from~~of ~~1.125%~~the toRevolving ~~2.000%~~Credit ~~per~~Facility; ~~annum or~~ (ii) ana ~~alternate~~letter ~~base~~of ~~rate~~credit ~~plus~~fronting anfee ~~applicable~~based ~~margin~~on ~~ranging~~a ~~from~~percentage ~~0.125%~~of tothe ~~1.000%~~aggregate ~~per~~face ~~annum,~~amount inof ~~each~~outstanding ~~case,~~letters ~~such~~of ~~applicable~~credit; ~~margins~~and to(iii) becertain ~~determined~~other ~~based~~customary onfees ~~Mattel's~~and ~~credit~~expenses ~~ratings~~of the lenders and agents.

In ~~addition~~November to2022, ~~paying~~Moody's ~~interest~~upgraded onMattel's ~~the~~credit ~~outstanding~~rating ~~principal~~from ~~under~~Ba1 ~~the~~to ~~Revolving~~Baa3, ~~Credit~~and ~~Facility,~~in ~~Mattel~~April ~~will~~2023, beS&P ~~required~~upgraded toMattel's ~~pay~~credit ~~(i)~~rating anfrom ~~unused~~BB+ ~~line~~to ~~fee~~BBB- ~~per~~and ~~annum~~maintained ofa ~~the~~positive ~~average~~outlook. ~~daily~~On ~~unused~~April ~~portion~~27, of2023 (the ~~Revolving~~"Fall-Away ~~Credit Facility~~Date"), ~~(ii)~~Mattel provided a ~~letter~~certification of ~~credit~~the ~~fronting~~foregoing ~~fee~~to ~~based~~the onadministrative aagent ~~percentage~~under of the ~~aggregate~~Credit ~~face~~Agreement, ~~amount~~which ofresulted ~~outstanding~~in ~~letters~~certain ofsubsidiary ~~credit~~guarantees, ~~and~~liens, ~~(iii)~~covenants, ~~certain~~and other ~~customary~~restrictions ~~fees~~falling ~~and~~away ~~expenses~~under of the ~~lenders~~Credit ~~and agents~~Agreement.

The obligations of Mattel under the Revolving Credit Facility ~~are~~were previously guaranteed by each domestic subsidiary of Mattel that ~~guarantees~~guaranteed any of Mattel's senior unsecured notes (collectively, the "Guarantors"). IfOn ~~Mattel~~the ~~achieves a debt rating of BBB~~Fall-,Away ~~Baa3~~Date, ~~and/or BBB- (or higher) from any two of S&P, Moody's, and Fitch, respectively, and no event of default has occurred or is continuing at such time and Mattel provides a certification regarding~~ the foregoing toguarantees ~~the~~were ~~administrative~~released ~~agent~~and ~~(a "Fall-Away Event"),~~ the obligations of Mattel under the Revolving Credit Facility ~~will~~are instead be required to be guaranteed by each existing and future direct and indirect domestic subsidiary of Mattel only to the extent such subsidiary guarantees other indebtedness of Mattel in an aggregate principal or committed amount in excess of $50 million.

The Revolving Credit Facility iswas previously secured by liens on substantially all of Mattel's and the Guarantors' present and after-acquired assets (subject to certain exceptions), including domestic accounts receivable, inventory, certain trademarks and patents, and certain equity interests in direct material subsidiaries of Mattel and the Guarantors., Ifbut aall ~~Fall-Away~~such ~~Event~~liens ~~occurs,~~were ~~all~~permanently ~~collateral~~released ~~securing~~on the ~~Revolving~~Fall-Away ~~Credit Facility will be permanently released~~Date.

The Credit Agreement contains customary covenants, including, but not limited to, restrictions on Mattel's and its subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances, or investments, pay dividends, sell or otherwise dispose of assets, amend organizational documents, change accounting policies or reporting practices, or enter into negative pledges with respect to assets that constitute collateral. The restrictive covenants also contain customary exceptions, including the uncapped ability to make investments and pay dividends if, in each case, the pro forma total leverage ratio after giving effect to such investment or dividend will be at least 0.25 to 1.00 inside the then-applicable total leverage ratio financial covenant level. Further, if a Fall-Away Event occurs, the restrictive covenants governing investments, dividends, negative pledges, and changes in accounting policies or reporting practices will no longer apply.70

The Credit Agreement ~~requires~~contains ~~the~~customary ~~maintenance~~covenants of (a)subject anto ~~interest~~customary ~~coverage~~exceptions), ~~ratio~~including, ofbut not ~~less~~limited ~~than 2.75~~ to, ~~1.00~~restrictions ason ofMattel's ~~the~~and ~~end~~its ofsubsidiaries' ~~each~~ability ~~fiscal~~to ~~quarter~~merge and ~~(b)~~consolidate awith ~~total~~other ~~leverage~~companies, ~~ratio~~incur asindebtedness, ofgrant ~~the~~liens ~~end~~or ofsecurity ~~each~~interests ~~fiscal~~on ~~quarter~~assets, ~~not~~sell toor ~~exceed~~otherwise ~~4.50~~dispose ~~to 1.00 as~~ of ~~the end of the fiscal quarter ending September 30~~assets, ~~2022,~~or ~~with~~amend ~~certain~~organizational ~~specified step-downs to occur thereafter with respect to subsequent fiscal quarters~~documents.

71The Credit Agreement requires the maintenance of (a) an interest coverage ratio of not less than 2.75 to 1.00 as of the end of each fiscal quarter and (b) a total leverage ratio not to exceed 3.75 to 1.00 as of the end of each fiscal quarter.

As of December 31, 2023 and 2022, Mattel had no borrowings outstanding under the Revolving Credit Facility. ~~As of December 31, 2021, Mattel had no borrowings outstanding under the previous senior secured revolving credit facilities.~~ Outstanding letters of credit under the Revolving Credit Facility totaled approximately $89 million asand ~~of December 31, 2022. Outstanding letters of credit under the previous senior secured revolving credit facilities totaled approximately~~ $10 8 million as of December 31, ~~2021~~2023 and 2022, respectively.

To finance seasonal working capital requirements of certain foreign subsidiaries, Mattel avails itself of individual short-term credit lines. As of December 31, ~~2022~~2023, foreign credit lines totaled approximately $2220 million. Mattel expects to extend the majority of these credit lines throughout ~~2023~~2024.

As of December 31, ~~2022~~2023, Mattel was in compliance with all covenants contained in the Credit Agreement. The Credit Agreement is a material agreement, and failure to comply with its covenants may result in an event of default under the terms of the Revolving Credit Facility. If Mattel were to default under the terms of the Revolving Credit Facility, its ability to meet its seasonal financing requirements could be adversely affected.

Short-Term Borrowings

As of December 31, ~~2022~~2023 and ~~2021~~2022, Mattel had no short-term borrowings outstanding.

During ~~2022~~2023, Mattel had no borrowings under the Revolving Credit Facility and ~~2021~~no other short-term borrowings. During 2022, Mattel had average borrowings under the new and previous senior secured revolving credit facilities and other short-term borrowings of $2.9 million ~~and $77.3 million~~, ~~respectively,~~ to help finance its seasonal working capital requirements., ~~The~~and the weighted-average interest rate on borrowings under the senior secured revolving credit facilities and other short-term borrowings during 2022 ~~and 2021~~ was 3.6% ~~and 1~~.~~3%,~~ ~~respectively.~~ Mattel's average foreign short-term borrowings were not material during ~~2022~~2023 and ~~2021~~2022.

Long-Term Debt

On March 19, 2021, Mattel issued (i) $600 million aggregate principal amount of 3.375% Senior Notes due 2026 (the "2026 Notes") and (ii) $600 million aggregate principal amount of 3.750% Senior Notes due 2029 (the "2029 Notes" and, together with the 2026 Notes, the "Notes" and each a "series" of the Notes). The 2026 Notes were issued pursuant to an indenture dated March 19, 2021 (the "2026 Notes Indenture"), among ~~the Company~~Mattel, the guarantors named therein and U.S. Bank National Association, as trustee (the "Trustee"). The 2029 Notes were issued pursuant to an indenture dated March 19, 2021 (the "2029 Notes Indenture" and, together with the 2026 Notes Indenture, the "Indentures" and each, an "Indenture"), among ~~the Company~~Mattel, the guarantors named therein and the Trustee. The Notes of each series pay interest semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. Mattel may redeem all or part of the 2026 Notes at any time or from time to time ~~prior~~at toits ~~April 1~~option, ~~2023,~~at ora ~~April~~redemption price including a call premium that varies (from 0% to 1.688%) depending on the year of redemption, ~~2024~~plus accrued and unpaid interest to, inbut excluding, the ~~case~~redemption date. Mattel may redeem all or part of the 2029 Notes at any time or from time to time prior to April 1, 2024, at its option, at a redemption price equal to 100% of the principal amount, plus a "make whole" premium, plus accrued and unpaid interest on applicable 2029 Notes being redeemed to, but excluding, the redemption date. ~~Mattel~~Any ~~may also redeem up to 40% of the principal amount of the Notes of such series at any~~ time or from time to time ~~prior~~following to April 1, ~~2023~~2024, inMattel ~~the~~may ~~case~~redeem ofall ~~the 2026 Notes,~~ or ~~April~~part ~~1, 2024, in the case~~ of the 2029 Notes, at its option, at a redemption price ~~equal~~including toa ~~103.375%,~~call inpremium ~~the~~that ~~case~~varies of(from ~~the~~0% ~~2026~~to ~~Notes, or 103~~1.~~750~~875%,) independing ~~the~~on ~~case of~~ the ~~2029~~year ~~Notes,~~ of ~~the principal amount thereof~~redemption, plus accrued and unpaid interest to, but excluding, the ~~applicable~~ redemption date~~, with the net cash proceeds of sales of one or more equity offerings by Mattel or any direct or indirect parent of Mattel~~. Mattel may also redeem ~~all~~up orto ~~part~~40% of the ~~2026~~principal ~~Notes~~amount orof the 2029 Notes at any time or from time to time onprior orto ~~after~~ April 1, ~~2023, in the case of the 2026 Notes, or April 1,~~ 2024, ~~in the case of the 2029 notes,~~ at its option, at a redemption price ~~including~~equal ~~a call premium that varies (from 0%~~ to 1103.~~688~~750%, inof the ~~case~~principal ofamount ~~the~~thereof, ~~2026~~plus ~~Notes,~~accrued orand ~~from~~unpaid 0%interest to ~~1.875%~~, inbut excluding, the ~~case~~redemption ofdate, with the ~~2029~~net ~~Notes)~~cash ~~depending~~proceeds onof ~~the~~sales ~~year~~ of ~~redemption,~~one ~~plus~~or ~~accrued~~more ~~and~~equity ~~unpaid~~offerings ~~interest~~by ~~to,~~Mattel ~~but~~or ~~excluding,~~any ~~the~~direct ~~applicable~~or ~~redemption~~indirect ~~date.~~parent of Mattel.

The Notes of each series are Mattel's and the guarantors' senior unsecured obligations. The Notes of each series are guaranteed by Mattel's existing, and subject to certain exceptions, future wholly-owned domestic restricted subsidiaries that guarantee Mattel's senior secured revolving credit facilities or certain other indebtedness. Under the terms of the applicable Indenture, the Notes of each series rank equally in right of payment with all of Mattel's existing and future senior debt, including Mattel's Existing Notes (as defined in the Indenture) and borrowings under the senior secured revolving credit facilities, and rank senior in right of payment to Mattel's existing and future debt and other obligations that expressly provide for their subordination to the Notes. The Notes of each series are structurally subordinated to all of the existing and future liabilities, including trade payables, of Mattel's subsidiaries that do not guarantee the Notes of each series and are effectively subordinated to Mattel's and the guarantors' existing and future senior secured debt to the extent of the value of the collateral securing such debt (including borrowings under the senior secured revolving credit facilities). The guarantees are, with respect to the assets of the guarantors of the Notes of each series, structurally senior to all of Mattel's existing indebtedness, future indebtedness or other liabilities that are not guaranteed by such guarantors, including Mattel's obligations under the Existing Non-Guaranteed Notes (as defined in the Indentures).

The Indentures contain covenants that limit Mattel's (and some of its subsidiaries') ability to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make investments in unrestricted subsidiaries; (iv) create liens; (v) enter into certain sale/leaseback transactions; (vi) merge or consolidate, or sell, transfer or otherwise dispose of substantially all of their assets; and (vii) designate subsidiaries as unrestricted.

In 2021, Mattel used the net proceeds from the issuance of the $600 million of 2026 Notes and $600 million of 2029 Notes, plus cash on hand, to redeem and retire $1.50 billion in aggregate principal amount of the ~~6.75%~~2017/2018 Senior Notes due 2025 and pay related prepayment premiums and transaction fees and expenses. As a result of the redemptions, Mattel incurred losses on extinguishment of debt of $101.7 million, comprised of $76.0 million of prepayment premiums and a $25.7 million write-off of the unamortized debt issuance costs, which was recorded within interest expense in the consolidated statements of operations.

On December 30, 2022, Mattel used cash on hand to redeem and retire the $250 million aggregate principal amount of the ~~3.15%~~2013 Senior Notes due 2023.

In April 2023, S&P upgraded Mattel’s credit rating from BB+ to BBB- and maintained a positive outlook, and in November 2022, Moody’s upgraded Mattel’s credit rating from Ba1 to Baa3. As a result of the upgraded credit ratings and no events of default, the covenants limiting Mattel’s ability to incur additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of their capital stock or make other restricted payments, and make investments in unrestricted subsidiaries, and certain provisions of the covenant limiting Mattel’s ability to merge or consolidate, or sell, transfer or otherwise dispose of substantially all of their assets, are suspended. If Mattel ceases to have credit ratings of BBB-, Baa3, and/or BBB- (or higher) from any two of S&P, Moody's, and Fitch, respectively, Mattel will thereafter be subject to the suspended covenants with respect to future events. Following the Fall-Away Date under the Revolving Credit Facility, all guarantee obligations of the Guarantors under the 2019 Senior Notes due 2027, 2021 Senior Notes due 2026, and 2021 Senior Notes due 2029 were released, and the obligations of Mattel under the 2019 Senior Notes due 2027, 2021 Senior Notes due 2026, and 2021 Senior Notes due 2029 will be required to be guaranteed by each existing and future direct and indirect domestic subsidiary of Mattel only to the extent such subsidiary guarantees other indebtedness of Mattel in an aggregate principal or committed amount in excess of $50 million.

Mattel's long-term debt consists of the following:

	Interest Rate		December 31,~~2022~~2023		December 31,~~2021~~2022
			(In thousands)
2010 Senior Notes due October 2040	6.20	%	$	250,000	$	250,000
2011 Senior Notes due November 2041	5.45	%	300,000		300,000
2013 Senior Notes due March 2023	3.15	%	—		250,000
2019 Senior Notes due December 2027	5.875	%	600,000		600,000
2021 Senior Notes due April 2026	3.375	%	600,000		600,000
2021 Senior Notes due April 2029	3.75	%	600,000		600,000
Debt issuance costs and debt discount			(2420,~~356~~014)		(2924,~~008~~356)
			2,325,644		2,570,992
			2,329,986		2,325,644
Less: current portion			—		—
Total long-term debt			$	2,~~325~~329,~~644~~986	$	2,~~570~~325,~~992~~644

The aggregate principal amount of long-term debt maturing in the next five years and thereafter is as follows:

	2010SeniorNotes		2011SeniorNotes		2019SeniorNotes		2021SeniorNotes		Total
	(In thousands)
2023	$	—	$	—	$	—	$	—	$	—
2024	$	—	$	—	$	—	$	—	$	—
2024	—		—		—		—		—
2025	—		—		—		—		—
2026	—		—		—		600,000		600,000
2027	—		—		600,000		—		600,000
2028	—		—		—		—		—
Thereafter	250,000		300,000		—		600,000		1,150,000
	$	250,000	$	300,000	$	600,000	$	1,200,000	$	2,350,000

73Note 7—Stockholders' Equity

Note 6—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 ~~2022~~2023, ~~2021,~~Mattel repurchased 10.4 million shares of its common stock at a cost of $203.0 million. During 2022 and ~~2020~~2021, Mattel did not repurchase any shares of its common stock. Mattel's share repurchase program was first announced on July 21, 2003. On July 17, 2013, the Board of Directors ~~authorized~~approved ~~Mattel~~a to$500.0 million increase ~~its~~to Mattel's share repurchase ~~program~~authorization, byand ~~$500.0~~as ~~million.~~of At December 31, ~~2022~~2023, such authorization was exhausted. On February 5, 2024, the Board of Directors authorized a new $1.00 billion share repurchase ~~authorizations~~program. ofDuring February 2024, Mattel executed $~~203~~100.0 million ~~had~~of ~~not~~share ~~been~~repurchases ~~executed~~under the new program. Repurchases will take place from time to time, depending on market conditions. Mattel's share repurchase program has no expiration date.

Dividends

During ~~2022~~2023, ~~2021~~2022, and ~~2020~~2021, Mattel did not pay any dividends to holders of its common stock. The payment of dividends on common stock is at the discretion of the Board of Directors and is subject to customary limitations.

7473

Accumulated Other Comprehensive Income (Loss)

The following tables present changes in the accumulated balances for each component of other comprehensive income (loss), including current period other comprehensive income ~~(loss)~~ and reclassifications out of accumulated other comprehensive income (loss):

	For the Year Ended December 31, 2023
	DerivativeInstruments		Available-for-Sale Security		Employee Benefit Plans		CurrencyTranslationAdjustments		Total
	(In thousands)
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2022	$	22,732	$	—	$	(138,498)	$	(795,712)	$	(911,478)
Other comprehensive income (loss) before reclassifications	(15,903)		—		(6,558)		37,123		14,662
Amounts reclassified from accumulated other comprehensive income (loss)	(10,292)		—		2,140		—		(8,152)
Net (decrease) increase in other comprehensive income	(26,195)		—		(4,418)		37,123		6,510
Accumulated Other Comprehensive Loss, Net of Tax, as of December 31, 2023	$	(3,463)	$	—	$	(142,916)	$	(758,589)	$	(904,968)
	For the Year Ended December 31, 2022
	DerivativeInstruments		Available-for-Sale Security		Employee Benefit Plans		CurrencyTranslationAdjustments		Total
	(In thousands)
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2021	$	8,796	$	(6,447)	$	(154,099)	$	(789,521)	$	(941,271)
Other comprehensive income (loss) before reclassifications	40,449		—		14,988		(51,557)		3,880
Amounts reclassified from accumulated other comprehensive income (loss)	(26,513)		3,646		613		45,366		23,112
Net increase (decrease) in other comprehensive income (loss)	13,936		3,646		15,601		(6,191)		26,992
Net increase (decrease) in other comprehensive income	13,936		3,646		15,601		(6,191)		26,992
Adjustment of accumulated other comprehensive loss to retained earnings	—		2,801		—		—		2,801
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2022	$	22,732	$	—	$	(138,498)	$	(795,712)	$	(911,478)
	For the Year Ended December 31, 2021
	DerivativeInstruments		Available-for-Sale Security		Employee Benefit Plans		CurrencyTranslationAdjustments		Total
	(In thousands)
Accumulated Other Comprehensive Loss, Net of Tax, as of December 31, 2020	$	(15,369)	$	(7,522)	$	(186,854)	$	(734,831)	$	(944,576)
Other comprehensive income (loss) before reclassifications	23,253		1,075		19,961		(54,690)		(10,401)
Amounts reclassified from accumulated other comprehensive loss	912		—		12,794		—		13,706
Net increase (decrease) in other comprehensive loss	24,165		1,075		32,755		(54,690)		3,305
Net increase (decrease) in other comprehensive income	24,165		1,075		32,755		(54,690)		3,305
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2021	$	8,796	$	(6,447)	$	(154,099)	$	(789,521)	$	(941,271)
	For the Year Ended December 31, 2020
	DerivativeInstruments		Available-for-Sale Security		Employee Benefit Plans		CurrencyTranslationAdjustments		Total
	(In thousands)
Accumulated Other Comprehensive Income (Loss), Net of Tax, as of December 31, 2019	$	11,041	$	(8,260)	$	(169,857)	$	(702,408)	$	(869,484)
Other comprehensive (loss) income before reclassifications	(18,289)		738		(22,941)		(32,423)		(72,915)
Amounts reclassified from accumulated other comprehensive income (loss)	(8,121)		—		5,944		—		(2,177)
Net (decrease) increase in other comprehensive income (loss)	(26,410)		738		(16,997)		(32,423)		(75,092)
Accumulated Other Comprehensive Loss, Net of Tax, as of December 31, 2020	$	(15,369)	$	(7,522)	$	(186,854)	$	(734,831)	$	(944,576)

7574

The following table presents the classification and amount of the reclassifications from accumulated other comprehensive income (loss) to the consolidated statements of operations:

	For the Year Ended						Consolidated Statements of OperationsClassification
	December 31,2022		December 31,2021		December 31,2020
	December 31,2023		December 31,2022		December 31,2021
	(In thousands)
Derivative Instruments
Gain (loss) on foreign currency forward exchange and other contracts	$	269,~~500~~880	$	~~(512)~~26,500	$	~~8,040~~(512)	Cost of sales
Tax effect	13412		~~(400)~~13		81(400)		Provision (/benefit) for income taxes
	$	2610,~~513~~292	$	~~(912)~~26,513	$	~~8,121~~(912)	Net Income
Employee Benefit Plans
Amortization of prior service credit (a)	$	1,~~883~~888	$	1,~~875~~883	$	1,~~735~~875	Other non-operating income/expense, net
Recognized actuarial loss (a)	(8,896)		(11,167)		(9,510)		Other non-operating expense, net
Recognized actuarial (loss) (a)	(5,667)		(8,896)		(11,167)		Other non-operating income/expense, net
Curtailment gain (loss) (a)	~~326~~—		~~(48)~~326		(5048)		Other non-operating income/expense, net
Settlement loss (a)	(19)		(6,982)		—		Other non-operating expense, net
Settlement gain (loss) (a)	59		(19)		(6,982)		Other non-operating income/expense, net
	(6,706)		(16,322)		(7,825)
	(3,720)		(6,706)		(16,322)
Tax effect	61,~~093~~580		36,~~528~~093		13,~~881~~528		Provision (/benefit) for income taxes
	$	(~~613~~2,140)	$	(~~12,794~~613)	$	(512,~~944~~794)	Net Income
Currency Translation Adjustments
Loss on liquidation of subsidiary	$	(45,366)	$	—	$	—	Other non-operating expense, net
(Loss) on liquidation of subsidiary	$	—	$	(45,366)	$	—	Other non-operating income/expense, net
Tax effect (b)	—		—		—		Provision (/benefit) for income taxes
	$	~~(45,366)~~—	$	—(45,366)	$	—

(a)The amortization of prior service credit, recognized actuarial (loss), curtailment gain (loss) and settlement gain (loss) are included in the computation of net periodic benefit cost. Refer to "Note 4 to the Consolidated Financial Statements—Employee Benefit Plans" for additional information regarding Mattel's net periodic benefit cost.

(b)There is no tax ~~affect~~effect associated with the loss on the liquidation of Mattel's subsidiary in Argentina.

During 2022, Mattel adjusted accumulated other comprehensive loss by $6.4 million in relation to previously recorded available-for-sale equity securities. This amount was adjusted in order to account for such securities in a manner consistent with ~~ASC~~Accounting Standards Codification 321, Investments—Equity Securities. The adjustment ~~includes~~included $3.6 million of accumulated other comprehensive loss reclassified to other non-operating expense (income), net in the consolidated statement of operations and $2.8 million reclassified to retained earnings in the consolidated statement of stockholders' equity. The adjustment, including tax effect, was immaterial to the financial statements.

Currency Translation Adjustments

During 2023, currency translation adjustments resulted in a net other comprehensive gain of $37.1 million, primarily due to the strengthening of the Mexican peso and British pound sterling against the U.S. dollar, partially offset by the weakening of the Russian ruble against the U.S. dollar.

During 2022, currency translation adjustments resulted in a net other comprehensive loss of $51.6 million, primarily due to the weakening of the British pound sterling, Euro, and Hong Kong dollar against the U.S. dollar, partially offset by the strengthening of the Mexican peso and Brazilian real against the U.S. dollar. Upon sale or upon complete or substantially complete liquidation of an investment in a foreign entity, the accumulated currency translation adjustment related to the foreign entity is reclassified from accumulated other comprehensive loss to earnings. During the fourth quarter of 2022, the liquidation of Mattel's subsidiary in Argentina was substantially complete and as a result, $45.4 million of accumulated currency translation losses were recognized in other non-operating expense, net within the consolidated statement of operations.

During 2021, currency translation adjustments resulted in a net other comprehensive loss of $54.7 million, primarily due to the weakening of the Turkish lira, Chilean peso, Mexican peso, Euro, and Brazilian real against the U.S. dollar.

76Note 8—Leases

During 2020, currency translation adjustments resulted in a net other comprehensive loss of $32.4 million, primarily due to the weakening of the Brazilian real, Russian ruble, and Mexican peso against the U.S. dollar, partially offset by the strengthening of the British pound sterling against the U.S. dollar.

Note 7—Leases

The following table summarizes Mattel's right-of-use assets and liabilities and other information about its leases:

	December 31,2022			December 31,2021
	December 31,2023			December 31,2022
	(In thousands, except years and percentage information)
Right-of-use assets, net	$	~~318~~313,~~680~~191		$	~~325~~318,~~484~~680
Accrued liabilities	$77,254	~~75,297~~		$75,297	~~73,752~~
Noncurrent lease liabilities	~~271~~259,~~418~~548			~~283~~271,~~626~~418
Total lease liabilities	$	~~346~~336,~~715~~802		$	~~357~~346,~~378~~715
Weighted-average remaining lease term	5.67 years			65.16 years
Weighted-average discount rate	6.5		%	6.5		%

~~The~~Lease ~~components of lease~~ costs for the years ended December 31, ~~2022~~2023, ~~2021~~2022, and ~~2020~~2021 ~~are~~were as follows:

For the Year Ended

December 31,2022

December 31,2021

December 31,2020

December 31,2023

December 31,2022

December 31,2021

(In thousands)

Lease costs (a) (b)

~~140~~127,~~188~~850

~~134~~140,~~272~~188

~~136~~134,~~842~~272

(a) Includes short-term and variable lease costs of approximately $4736 million, $3947 million, and $4239 million for ~~2022~~2023, ~~2021~~2022, and ~~2020~~2021 respectively. Variable lease costs primarily relate to variable components of third -party logistics rental charges, common area maintenance charges, management fees, and taxes.

(b) Contingent rental expense is recorded in the period in which the contingent event becomes probable. During ~~2022~~2023, ~~2021~~2022, and ~~2020~~2021, contingent rental expense was not material.

Supplemental information related to leases ~~are~~were as follows:

For the Year Ended

December 31,2022

December 31,2021

December 31,2020

December 31,2023

December 31,2022

December 31,2021

(In thousands)

Cash payments for leases

9398,~~465~~453

~~100~~93,~~286~~465

96100,~~953~~286

Right-of-use assets obtained in exchange for new and modified lease liabilities

$71,375

~~74,199~~

$74,199

~~105,898~~

$105,898

~~53,753~~

7776

The following table shows

Filing Compare · MATTEL INC /DE/