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 2018 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, 2019.
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 ("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 not
associated with categories, brands, and individual products.
Overview
Mattel is a leading global toy company and owner of one of the strongest
catalogs of children's and family entertainment franchises in the world,
creating innovative products and experiences that inspire, entertain and develop
children through play. Mattel is focused on the following two-part strategy to
transform Mattel into an intellectual property ("IP") driven, high-performing
toy company:
•In the short-term, improve profitability by optimizing operations and
accelerate topline growth by growing Mattel's Power Brands and expanding
Mattel's brand portfolio.
•In the mid-to-long-term, continue to make progress on capturing the full value
of Mattel's IP through franchise management and online retail and e-commerce.
COVID-19 Update
A novel strain of coronavirus disease ("COVID-19") was reported in December 2019
and characterized as a pandemic by the World Health Organization in March 2020.
The impact of COVID-19 and the actions taken by governments, businesses, and
individuals in response to it have resulted in significant global economic
disruption, including, but not limited to, temporary business closures, reduced
retail traffic, volatility in financial markets, and restrictions on travel.
The negative impact of retail disruptions and closures resulting from COVID-19
was substantial during the first half of 2020 but abated during the second half
of 2020. Strong consumer demand for toys during the third and fourth quarters
contributed to double digit year-over-year increases in net sales in the North
America and Europe, the Middle East, and Africa ("EMEA") regions during those
periods. Toy consumer demand improved in the Asia Pacific and Latin America
regions, contributing to an improved year-over-year net sales performance in the
second half as compared to the first half of 2020. American Girl retail channel
net sales were negatively impacted by retail disruption and the permanent
closure of certain retail stores in 2020. The negative impact of retail
disruption and lower external distribution net sales were more than offset by
higher direct-to-consumer channel net sales, resulting in a slight increase in
year-over-year net sales for the American Girl segment.
                                                                            

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Mattel's manufacturing and distribution network was fully operational as of
December 31, 2020. Prolonged disruption to Mattel's customers, supply chain, or
other critical operations would result in material adverse effects to Mattel's
business and its liquidity. The future impact of COVID-19 on Mattel's results of
operations, financial position, and cash flows remains uncertain at this time
due to rapidly evolving circumstances. Mattel is closely monitoring the
situation and actively managing its business as developments occur. Refer to
Part I, Item 1A "Risk Factors" of this Annual Report on Form 10-K for further
discussion regarding potential impacts of COVID-19 on Mattel's business.
The specific line items that have been materially affected by these impacts of
COVID-19 are noted as such within "Results of Operations" below. Additional
discussion of the impact of COVID-19 on Mattel's liquidity and capital resources
is discussed in "Liquidity and Capital Resources" and in "Cost Savings Programs"
below. In addition to the impacts of COVID-19 discussed below, it is reasonably
likely that the pandemic and its resulting effects could have other unforeseen
consequences that affect Mattel's business.
Results of Operations
Consolidated Results
The following table provides a summary of Mattel's consolidated results for 2020
and 2019:
                                                              For the Year Ended
                                         December 31, 2020                          December 31, 2019                                Year/Year Change
                                                        % of Net                                   % of Net                                            Basis Points
                                   Amount                Sales                Amount                Sales                        %                     of Net Sales
                                                                    (In millions, except percentage and basis point information)
Net sales                       $  4,583.7                  100.0  %       $  4,504.6                  100.0  %                           2  %                -
Gross profit                    $  2,243.6                   48.9  %       $  1,980.8                   44.0  %                          13  %              490
Advertising and promotion
expenses                             516.8                   11.3  %            551.5                   12.2  %                          -6  %              (90)
Other selling and
administrative expenses            1,345.9                   29.4  %          1,390.0                   30.9  %                          -3  %             (150)
Operating income                     380.9                    8.3  %             39.2                    0.9  %                         871  %              740
Interest expense                     198.3                    4.3  %            201.0                    4.5  %                          -1  %              (20)
Interest (income)                     (3.9)                  -0.1  %             (6.2)                  -0.1  %                         -36  %                -
Other non-operating expense,
net                                    2.7                                        1.9
Income (loss) before income
taxes                                183.8                    4.0  %           (157.5)                  -3.5  %                            n/m              750
Provision for income taxes            68.6                                       55.2
Income (loss) from equity
method investments                    11.5                                       (0.8)
Net income (loss)               $    126.6                    2.8  %       $   (213.5)                  -4.7  %                            n/m              750


n/m - Not Meaningful
                                                                              28

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Sales


The following table provides a summary of Mattel's consolidated gross billings
by categories, along with supplemental information by brand for 2020 and 2019:

                                                     For the Year Ended                                                     Currency
                                              December 31,         December 31,             % Change as                  Exchange Rate
                                                  2020                 2019                   Reported                       Impact
                                                                      (In millions, except percentage information)
Gross Billings by Categories
Dolls                                        $   1,886.4          $   1,724.0                            9  %                          -2  %
Infant, Toddler, and Preschool                   1,149.7              1,257.6                           -9  %                          -1  %
Vehicles                                         1,110.0              1,101.3                            1  %                          -2  %
Action Figures, Building Sets, Games, and
Other                                              991.6                981.6                            1  %                          -1  %
Gross Billings                               $   5,137.8          $   5,064.6                            1  %                          -2  %
Sales Adjustments                                 (554.2)              (560.0)
Net Sales                                    $   4,583.7          $   4,504.6                            2  %                          -1  %

Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie                                       $   1,350.1          $   1,159.8                           16  %                          -2  %
Hot Wheels                                         954.2                925.9                            3  %                          -2  %
Fisher-Price and Thomas & Friends                1,065.5              1,131.8                           -6  %                          -1  %
Other                                            1,768.0              1,847.2                           -4  %                          -1  %
Gross Billings                               $   5,137.8          $   5,064.6                            1  %                          -2  %


Gross billings were $5.14 billion in 2020, an increase of $73.2 million, or 1%,
as compared to $5.06 billion in 2019, with an unfavorable impact from changes in
currency exchange rates of two percentage points. The increase in gross billings
was primarily driven by higher billings of Dolls.
Dolls gross billings increased 9%, of which 11% was driven by higher billings of
Barbie products, primarily driven by positive brand momentum and point of sale
demand ("POS"). This was partially offset by lower billings of Enchantimals
products of 1% and lower billings of BTS products of 1%.
Infant, Toddler, and Preschool gross billings decreased 9%, of which 6% was due
to lower billings of Fisher-Price and Thomas & Friends products and 3% was due
to lower billings of Fisher-Price Friends products.
Vehicles gross billings increased 1%, of which 3% was driven by higher billings
of Hot Wheels products, partially offset by lower billings of CARS products of
2% following its movie launch in a prior year.
Action Figures, Building Sets, Games, and Other gross billings increased 1%, of
which 7% was driven by initial billings of Star Wars: The Child plush products,
7% was driven by higher billings of card games products including UNO, and 3%
was driven by higher billings of family games products including Pictionary and
Scrabble. This was partially offset by lower billings of Toy Story 4 products of
15% following its 2019 theatrical release.
Sales adjustments 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. Sales adjustments as a percent of
net sales was relatively consistent at 12.1% in 2020 as compared to 12.4% in
2019.
                                                                            

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Cost of Sales
Cost of sales as a percentage of net sales was 51.1% in 2020, as compared to
56.0% in 2019. Cost of sales decreased by $183.7 million, or 7%, to $2.34
billion in 2020 from $2.52 billion in 2019, as compared to a 2% increase in net
sales. Within cost of sales, product and other costs decreased by $128.6
million, or 6%, to $1.93 billion in 2020 from $2.06 billion in 2019; freight and
logistics expenses increased by $6.59 million, or 3%, to $253.5 million in 2020
from $247.0 million in 2019; and royalty expense decreased by $61.8 million, or
28%, to $158.5 million in 2020 from $220.2 million in 2019. Cost of sales in
2019 included the impact of approximately $22 million related to the inclined
sleeper product recalls. Within cost of sales, certain inbound freight costs
were previously classified as freight and logistics costs. Mattel reclassified
such inbound freight costs from freight and logistics expenses to present all
inbound freight costs within product and other costs for the periods and
segments presented.
Gross Margin
Gross margin increased to 48.9% in 2020 from 44.0% in 2019. The increase in
gross margin was primarily driven by incremental realized savings from cost
savings programs and a decrease in royalty expense resulting from lower sales of
licensed products.
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, newspaper inserts, fliers, and
mailers, and (iv) generic advertising costs, which include trade show costs.
Advertising and promotion expenses as a percentage of net sales decreased to
11.3% in 2020 from 12.2% in 2019, primarily driven by strategic reductions in
advertising spend due to strong POS and the impact of COVID-19.
Other Selling and Administrative Expenses
Other selling and administrative expenses were $1.35 billion, or 29.4% of net
sales, in 2020, as compared to $1.39 billion, or 30.9% of net sales, in 2019.
The decrease in other selling and administrative expenses was mainly driven by
incremental realized savings from cost savings programs, the absence of
write-offs of American Girl retail store assets of approximately $26 million in
2019, and lower severance and other restructuring charges. This was partially
offset by increased costs related to the impact of the inclined sleeper product
recalls and higher incentive and share based compensation expense.
Interest Expense
Interest expense was $198.3 million in 2020, as compared to $201.0 million in
2019. The reduction in interest expense was due to debt extinguishment costs of
$9.2 million in 2019 associated with the early redemption in the fourth quarter
of 2019 of the 2010 Senior Notes due October 2020 and the 2016 Senior Notes due
August 2021 as well as lower fees associated with the $1.60 billion senior
secured revolving credit facilities. The reduction in interest expense was
partially offset by the higher interest rates associated with the 2019 Senior
Notes due December 2027 issued in the fourth quarter of 2019 as compared to the
2010 Senior Notes and 2016 Senior Notes.
Provision for Income Taxes
Mattel's provision for income taxes was $68.6 million in 2020, as compared to
$55.2 million in 2019. The 2020 income tax provision included a $5.1 million tax
expense related to enacted tax law changes and the assessment of the future
realizability of certain deferred tax assets, and a $4.3 million tax expense
related to reassessments of prior year's tax liabilities based on the status of
audits and settlements in various jurisdictions. The 2019 income tax provision
included a $13.4 million tax benefit related to the release of valuation
allowances in certain foreign tax jurisdictions, and a $16.9 million tax benefit
related to reassessments of prior year's tax liabilities based on the status of
audits and settlements in various jurisdictions.
                                                                            

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Mattel recorded a valuation allowance against certain domestic and foreign
deferred tax assets as of both December 31, 2020 and December 31, 2019.
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 realized. Mattel intends to continue maintaining a valuation
allowance on its deferred tax assets until there is sufficient evidence to
support the release of all or some portion of these allowances. However, given
Mattel's improved operating results for the year ended December 31, 2020, and if
its financial results continue to improve, sufficient positive evidence may
become available to allow Mattel to reach a conclusion that a portion of the
valuation allowance will no longer be needed. Release of the valuation allowance
would result in the recognition of a portion of these deferred tax assets and a
decrease to income tax expense for the period the release is recorded. However,
the exact timing and amount of the valuation allowance release are subject to
change depending on the level of profitability that Mattel is able to achieve in
the tax jurisdictions in which a valuation allowance has been recorded.
Income (loss) From Equity Method Investments
Income from equity method investments was $11.5 million in 2020, as compared to
a loss from equity method investments of $0.8 million in 2019. The increase in
income from equity method investments was largely due to higher net sales of an
equity method investment.
Segment Results
North America Segment
The following table provides a summary of Mattel's net sales, segment income,
and gross billings by categories, along with supplemental information by brand,
for the North America segment for 2020 and 2019:

                                                     For the Year Ended                                                     Currency
                                              December 31,         December 31,             % Change as                  Exchange Rate
                                                  2020                 2019                   Reported                       Impact
                                                                      (In millions, except percentage information)
Net Sales                                    $   2,424.6          $   2,275.8                            7  %                           -  %
Segment Income                                     608.1                357.0                           70  %

Gross Billings by Categories
Dolls                                        $     770.6          $     636.2                           21  %                           -  %
Infant, Toddler, and Preschool                     701.4                730.3                           -4  %                           -  %
Vehicles                                           529.2                510.8                            4  %                           -  %
Action Figures, Building Sets, Games, and
Other                                              586.6                555.0                            6  %                           -  %
Gross Billings                               $   2,587.8          $   2,432.3                            6  %                           -  %
Sales Adjustments                                 (163.2)              (156.5)
Net Sales                                    $   2,424.6          $   2,275.8                            7  %                           -  %

Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie                                       $     704.2          $     558.3                           26  %                           -  %
Hot Wheels                                         446.6                419.0                            7  %                           -  %
Fisher-Price and Thomas & Friends                  634.9                650.7                           -2  %                           -  %
Other                                              802.1                804.2                            -  %                           -  %
Gross Billings                               $   2,587.8          $   2,432.3                            6  %                           -  %


Gross billings for the North America segment were $2.59 billion in 2020, an
increase of $155.5 million, or 6%, as compared to $2.43 billion in 2019. The
increase in the North America segment gross billings was primarily driven by
higher billings of Dolls.
Dolls gross billings increased 21%, of which 23% was due to higher billings of
Barbie products, primarily driven by positive brand momentum and POS. This was
partially offset by lower billings of Lil Gleemerz products of 1% and lower
billings of BTS products of 1%.
                                                                            

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Infant, Toddler, and Preschool gross billings decreased 4%, of which 3% was due
to lower billings of Fisher-Price Friends products.
Vehicles gross billings increased 4%, of which 6% was driven by higher billings
of Hot Wheels products, partially offset by lower billings of CARS products of
2% following its movie launch in a prior year.
Action Figures, Building Sets, Games, and Other gross billings increased 6%, of
which 11% was driven by initial billings of Star Wars: The Child plush products,
8% was driven by higher billings of card games products including UNO, and 2%
was driven by higher billings of family games products including Pictionary and
Scrabble. This was partially offset by lower billings of Toy Story 4 products of
16% following its 2019 theatrical release.
Sales adjustments as a percent of net sales was relatively consistent at 6.7% in
2020 as compared to 6.9% in 2019.
Cost of sales decreased 6% in 2020, as compared to a 7% increase in net sales,
primarily driven by lower product and other costs and royalty expense. Gross
margin in 2020 increased primarily due to lower product costs driven by
incremental realized savings from the cost savings programs, lower royalty
expense, and the absence of the inclined sleeper product recall expense of
approximately $26 million in 2019. North America segment income was $608.1
million in 2020, as compared to segment income of $357.0 million in 2019, mainly
driven by higher gross profit.
International Segment
The following table provides a summary of Mattel's net sales, segment income,
and gross billings by categories, along with supplemental information by brand,
for the International segment for 2020 and 2019:

                                                 For the Year Ended                                                     Currency
                                          December 31,         December 31,             % Change as                  Exchange Rate
                                              2020                 2019                   Reported                       Impact
                                                                  (In millions, except percentage information)
Net Sales                                $   1,900.7          $   1,972.2                           -4  %                          -3  %
Segment Income                                 251.2                166.9                           51  %

Gross Billings by Categories
Dolls                                    $     849.4          $     819.4                            4  %                          -3  %
Infant, Toddler, and Preschool                 448.4                527.3                          -15  %                          -2  %
Vehicles                                       580.8                590.5                           -2  %                          -4  %
Action Figures, Building Sets, Games,
and Other                                      405.0                426.5                           -5  %                          -2  %
Gross Billings                           $   2,283.5          $   2,363.8                           -3  %                          -2  %
Sales Adjustments                             (382.8)              (391.6)
Net Sales                                $   1,900.7          $   1,972.2                           -4  %                          -3  %

Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie                                   $     645.9          $     601.4                            7  %                          -3  %
Hot Wheels                                     507.6                506.9                            -  %                          -4  %
Fisher-Price and Thomas & Friends              430.6                481.0                          -10  %                          -2  %
Other                                          699.3                774.5                          -10  %                          -3  %
Gross Billings                           $   2,283.5          $   2,363.8                           -3  %                          -2  %


Gross billings for the International segment were $2.28 billion in 2020, a
decrease of $80.3 million, or 3%, as compared to $2.36 billion in 2019, with an
unfavorable impact from changes in currency exchange rates of two percentage
points. The decrease in International segment gross billings was primarily due
to lower billings of Infant, Toddler, and Preschool.
Dolls gross billings increased 4%, of which 6% was driven by higher billings of
Barbie products, partially offset by lower billings of Enchantimals products of
2%.
                                                                            

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Infant, Toddler, and Preschool gross billings decreased 15%, of which 10% was
due to lower billings of Fisher-Price and Thomas & Friends products, including
the impact of retail store closures due to COVID-19, and 4% was due to lower
billings of Fisher-Price Friends products, primarily driven by the exiting of
certain licensing partnerships.
Vehicles gross billings decreased 2%, of which 3% was due to lower billings of
CARS products following its movie launch in a prior year, partially offset by
higher billings of Matchbox products of 1%.
Action Figures, Building Sets, Games, and Other gross billings decreased 5%, of
which 16% was due to lower billings of Toy Story 4 products following its 2019
theatrical release. This was partially offset by higher billings of card games
products including UNO of 7%, and higher billings of family games products
including Pictionary and Scrabble of 4%.
Sales adjustments as a percent of net sales was relatively consistent at 20.1%
in 2020 as compared to 19.9% in 2019.
Cost of sales decreased 12% in 2020, as compared to a 4% decrease in net sales,
primarily driven by lower product and other costs and royalty expense. Gross
margin in 2020 increased primarily due to lower product costs driven by
incremental realized savings from the cost savings programs and lower royalty
expense. International segment income was $251.2 million in 2020, as compared to
a segment income of $166.9 million in 2019, mainly driven by higher gross
profit.
American Girl Segment
The following table provides a summary of Mattel's net sales, segment loss, and
gross billings for the American Girl segment for 2020 and 2019:

                                                         For the Year Ended                                                        Currency
                                                                         December 31,              % Change as                  Exchange Rate
                                               December 31, 2020             2019                    Reported                       Impact
                                                                          (In millions, except percentage information)
Net Sales                                     $       258.4             $      256.6                            1  %                           -  %
Segment Loss                                          (14.4)                   (58.8)                         -75  %

American Girl Segment
Total Gross Billings                          $       266.5             $      268.5                           -1  %                           -  %
Sales Adjustments                                      (8.1)                   (11.9)
Total Net Sales                               $       258.4             $      256.6                            1  %                           -  %


Gross billings for the American Girl segment were $266.5 million in 2020, a
decrease of $2.0 million, or 1%, as compared to $268.5 million in 2019. The
decrease in American Girl gross billings was primarily due to lower billings in
proprietary retail channels, which were negatively impacted by retail disruption
due to COVID-19, the impact of the permanent closure of certain retail stores;
and lower billings of external distribution channels. This was substantially
offset by higher direct-to-consumer channel billings.
Sales adjustments as a percent of net sales decreased to 3.1% in 2020 as
compared to 4.6% in 2019 due to lower wholesale returns.
Net sales for the American Girl segment were $258.4 million in 2020, an increase
of $1.8 million, or 1%, as compared to $256.6 million in 2019. American Girl
retail channel net sales were negatively impacted by retail disruption and the
permanent closure of certain retail stores in 2020. The negative impact of
retail disruption and lower external distribution net sales were more than
offset by higher direct-to-consumer channel net sales, resulting in a slight
increase in year-over-year net sales for the American Girl segment.
Cost of sales increased 8% in 2020, as compared to a 1% increase in net sales,
primarily due to higher freight and logistics expenses. Gross margin in 2020
decreased primarily due to higher freight and logistics expenses due to higher
direct-to-consumer channel sales. American Girl segment loss was $14.4 million
in 2020, as compared to segment loss of $58.8 million in 2019, driven largely by
lower other selling and administrative expenses due to the absence of write-offs
of American Girl retail store assets of approximately $26 million in 2019, the
temporary closure of retail stores due to COVID-19, and the subsequent permanent
closure of certain retail stores.
                                                                            

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Cost Savings Programs
Optimizing for Growth (formerly Capital Light)
On February 9, 2021, Mattel announced the Optimizing for Growth program, a
multi-year cost savings program which integrates and expands upon the previously
announced Capital Light program (the "Program"). Targeted annual gross cost
savings from actions that are expected to be completed beginning 2021 through
2023 are $250 million. Of the $250 million in incremental targeted gross cost
savings, approximately 50% is expected to benefit Cost of Sales, 40% to benefit
Other Selling and Administrative Expenses, and 10% to benefit Advertising and
Promotion Expense. Incremental cash expenditures associated with the Program are
expected to be approximately $100 to $125 million.
Mattel estimates the cost of incremental actions for the Program to be as
follows:
Optimizing for Growth - Incremental Actions                                     Estimate of Cost
Employee severance                                                             $40 to $50 million
Real estate/supply chain optimization and other restructuring costs            $15 to $20 million
Asset impairments and other non-cash charges                                   $25 to $30 million
Total estimated severance and restructuring costs                             $80 to $100 million
Information technology enhancements and other investments                      $45 to $55 million
Total estimated incremental charges                                         

$125 to $155 million




Cumulatively, in conjunction with previous actions taken under the Capital Light
program, targeted annual gross cost savings for the Program are $325 million by
2023, with total expected cash expenditures of approximately $140 to $165
million, and total non-cash charges of $40 to $45 million. Of the $325 million
in targeted gross cost savings, approximately 60% is expected to benefit Cost of
Sales, 30% to benefit Other Selling and Administrative Expenses, and 10% to
benefit Advertising and Promotion Expense.
In connection with the Program, Mattel has recorded severance and other
restructuring costs in the following cost and expense categories within the
consolidated statements of operations:
                                                       For the Year Ended
                                            December 31, 2020      December 31, 2019
                                                          (In millions)
    Cost of sales (a)                      $       5.7            $             18.6
    Other selling and administrative (b)           7.2                          19.0
                                           $      12.9            $             37.6


(a)Severance and other restructuring costs recorded within cost of sales in the
consolidated statements of operations are included in segment income (loss) in
"Note 13 to the Consolidated Financial Statements-Segment Information." During
the year ended December 31, 2020, $5.7 million was recorded within cost of
sales, of which $3.5 million and $2.2 million are included in the North America
and International segments, respectively. During the year ended December 31,
2019, $18.6 million was recorded within cost of sales, of which $10.4 million,
$8.0 million, and $0.2 million are included in North America, International, and
American Girl segments, respectively.
(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 13 to the Consolidated
Financial Statements-Segment Information."
As of December 31, 2020, Mattel has recorded cumulative severance and other
restructuring charges related to the Program of approximately $51 million, which
include approximately $15 million of non-cash charges. Mattel realized
cumulative cost savings (before severance, restructuring costs, and cost
inflation) of approximately $75 million, primarily within gross profit, as of
December 31, 2020 in connection with the Program.
                                                                            

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Other Cost Savings Actions
In connection with Mattel's continued efforts to further streamline its
organizational structure and restore profitability, on May 4, 2020, Mattel
committed to a planned 4% reduction in its non-manufacturing workforce. The
timing of this action was accelerated due to the impact of COVID-19. As a result
of the reduction in force actions initiated in 2020, Mattel realized
approximately $40 million of run-rate cost savings exiting 2020. During the year
ended December 31, 2020, Mattel recorded severance charges of approximately $19
million, primarily related to actions taken to further streamline its
organizational structure.
During the year ended December 31, 2020, Mattel recorded additional severance
and other restructuring charges of approximately $9 million, related to actions
initiated in the prior year associated with the Structural Simplification 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 cash and equivalents balances,
including access to earnings of certain foreign subsidiaries, short-term
borrowing facilities, including its $1.60 billion senior secured revolving
credit facilities, and access to capital markets to fund its operations and
obligations. Such obligations may include investing and financing activities
such as capital expenditures and debt service. Of Mattel's $762.2 million in
cash and equivalents as of December 31, 2020, approximately $446.3 million was
held by foreign subsidiaries.
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 meet its debt
covenant requirements and its senior secured revolving credit facilities
covenants, or deterioration of Mattel's credit ratings. As
discussed above under Part II, Item 7 "Management's Discussion and Analysis of
Financial Condition and Results of Operations-COVID-19 Update" of this Annual
Report on Form 10-K, many of the aforementioned factors have been and may be
adversely affected by COVID-19. However, based on Mattel's current business plan
and factors known to date, including the
currently known impacts of COVID-19, it is expected that existing cash and
equivalents, cash flows from operations,
availability under the senior secured credit revolving facilities, and access to
capital markets, will be sufficient to meet working
capital and operating expenditure requirements for the next twelve months. Refer
to Part I, Item 1A "Risk Factors" of this Annual Report on Form 10-K for further
discussion regarding potential impacts of COVID-19 on Mattel's business.
The U.S. Tax Act, enacted on December 22, 2017, provides Mattel with a reduced
cost to access the earnings of its foreign subsidiaries. As such, Mattel has
evaluated its intentions related to its indefinite reinvestment assertion and
has recorded a $12.0 million tax charge related to approximately $457 million of
foreign earnings that will not be indefinitely reinvested.
With the passage of the U.S. Tax Act, repatriations of foreign cash generally
will not be taxable for U.S. federal income tax, but may be subject to state
income tax and/or foreign withholding tax, in addition to any local country
distribution requirements.
Current Market Conditions
Mattel is exposed to financial market risk resulting from changes in interest
and foreign currency exchange rates. Mattel continues to actively manage its
capital structure and believes that it has sufficient liquidity to run its
business.
Subject to market conditions, Mattel intends to utilize its senior secured
revolving credit facilities or alternative forms of financing to meet its
short-term liquidity needs. As of December 31, 2020, there were no amounts
outstanding under the senior secured revolving credit facilities. 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.
                                                                            

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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.
Mattel 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 Mattel's accounts receivable collectability risks, and customer terms
and credit limits are adjusted, if necessary. Additionally, Mattel uses a
variety of financial arrangements to ensure collectability of accounts
receivable of customers deemed to be a credit risk, including requiring letters
of credit, factoring, purchasing various forms of credit insurance with
unrelated third parties, or requiring cash in advance of shipment.
Mattel 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 $288.5 million during 2020, as
compared to $181.0 million during 2019. The increase in cash flows provided by
operating activities in 2020 from 2019 was primarily driven by current year net
income, excluding the impact of non-cash charges, partially offset by higher
working capital usage.
Cash flows used for investing activities were $134.9 million during 2020, as
compared to $114.2 million during 2019. The increase in cash flows used for
investing activities in 2020 from 2019 was mainly driven by higher payments for
foreign currency forward exchange contracts.
Cash flows used for financing activities were $5.8 million during 2020, as
compared to $33.1 million during 2019. The decrease in cash flows from financing
activities in 2020 from 2019 was primarily due to the refinancing in 2019 of
both the 2010 Senior Notes due October 2020 and the 2016 Senior Notes due August
2021 with the 2019 Senior Notes due December 2027.
During 2020 and 2019, 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 Mattel to increase its share
repurchase program by $500.0 million. At December 31, 2020, share repurchase
authorizations of $203.0 million had not been executed. Repurchases under the
program will take place from time to time, depending on market conditions.
Mattel's share repurchase program has no expiration date.
During 2020 and 2019, 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 5 to the
Consolidated Financial Statements-Seasonal Financing and Debt."
Credit Ratings
In 2020, Fitch changed Mattel's long-term credit rating from B- to B and
maintained a positive outlook. In 2020, Moody's maintained Mattel's long-term
credit rating of B1, with a stable outlook. In 2020, Standard & Poor's changed
Mattel's long-term credit rating of BB- to B+ and maintained a negative outlook.
Financial Position
Mattel's cash and equivalents increased $132.2 million to $762.2 million at
December 31, 2020, as compared to $630.0 million at December 31, 2019. The
increase was largely driven by cash provided by operating activities, partially
offset by capital expenditures and payments of foreign currency forward exchange
contracts.
Accounts receivable increased $97.6 million to $1.03 billion at December 31,
2020, as compared to $936.4 million at December 31, 2019. The increase in
accounts receivable was primarily due to higher fourth quarter sales in 2020.
Inventory increased $19.2 million to $514.7 million at December 31, 2020, as
compared to $495.5 million at December 31, 2019. The increase in inventory was
due to higher inventory to meet expected future demands.
                                                                            

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Accounts payable and accrued liabilities increased $98.4 million to $1.33
billion at December 31, 2020, as compared to $1.23 billion at December 31, 2019.
The change in accounts payable and accrued liabilities was mostly due to higher
fourth quarter advertising and promotion activity in 2020.
A summary of Mattel's capitalization is as follows:
                                                          December 31, 2020                        December 31, 2019
                                                                 (In millions, except percentage information)
Cash and equivalents                              $     762.2                              $    630.0

Short-term borrowings                                     1.0                                       -
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                                   250.0

2017/2018 Senior Notes due December 2025              1,500.0                                 1,500.0
2019 Senior Notes due December 2027                     600.0                                   600.0
Debt issuance costs and debt discount                   (45.3)                                  (53.2)
Total debt                                            2,855.7                  83  %          2,846.8                  85  %
Stockholders' equity                                    596.3                  17               491.7                  15
Total capitalization (debt plus equity)           $   3,452.0                 100  %       $  3,338.5                 100  %


Total long-term debt remained at $2.9 billion at December 31, 2020.
Stockholders' equity increased $104.6 million to $596.3 million at December 31,
2020, as compared to $491.7 million at December 31, 2019, primarily due to the
net income for the year.
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 $11 million as of
December 31, 2020.
Commitments
In the normal course of business, Mattel enters into debt agreements, and
contractual arrangements to obtain and protect Mattel's right to create and
market certain products and for future purchases of goods and services to ensure
availability and timely delivery. 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, and future inventory and service purchases. 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.
                                                                            

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The following table summarizes Mattel's contractual commitments and obligations:
                                      Total              2021             2022             2023             2024              2025            Thereafter
                                                                                        (In millions)
Long-term debt                     $ 2,900.0          $     -          $     -          $ 250.0          $     -          $ 1,500.0          $  1,150.0
Interest on long-term debt           1,415.7            176.2            176.2            170.0            168.4              168.4               556.5
Leases (a)                             421.4             95.1             72.0             53.5             44.2               35.3               121.3
Minimum guarantees under licensing
and similar agreements                    132.9          52.8             43.1             35.7              1.3                0.1                   -
Defined benefit and postretirement
benefit plans                          381.3             48.3             37.8             37.3             39.9               38.4               

179.6


Purchases of inventory, services,
and other                              322.1            244.2             48.2             29.7                -                  -                   -
Total                              $ 5,573.4          $ 616.6          $ 377.3          $ 576.2          $ 253.8          $ 1,742.2          $  2,007.4


(a) See Item 8 "Financial Statements and Supplementary Data-Note 7 to the
Consolidated Financial Statements-Leases."
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 12 to
the Consolidated Financial Statements-Commitments and Contingencies-Litigation"
is hereby incorporated by reference in this Item 7.
Effects of Inflation
Inflation rates in the U.S. and in major foreign countries where Mattel does
business have not had a significant impact on its results of operations or
financial position during 2020 or 2019. Mattel receives some protection from the
impact of inflation from high turnover of inventories and its ability, under
certain circumstances and at certain times, to pass on higher prices to its
customers.
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 automatic contributions by Mattel were
temporarily suspended in May 2020 and reinstated in November 2020. 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. Management has
discussed the development and selection of these critical accounting policies
and estimates with the Audit Committee of its Board of Directors, and the Audit
Committee has reviewed the disclosures included below. 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.
                                                                            

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For a summary of Mattel's significant accounting policies, estimates, and
methods used in the preparation of Mattel's consolidated financial statements,
see Item 8 "Financial Statements and Supplementary Data-Note 1 to the
Consolidated Financial Statements-Summary of Significant Accounting Policies."
In most instances, Mattel must use an accounting policy or method because it is
the only policy or method permitted under accounting principles generally
accepted in the United States of America ("U.S. GAAP").
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 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. 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.
Mattel's products are sold throughout the world. Products within the North
America segment are sold directly to retailers, including discount and
free-standing toy stores, chain stores, department stores, other retail outlets
and, to a limited extent, wholesalers, and directly to consumers. 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 2020, Mattel's three largest customers, Walmart, Target,
and Amazon, in the aggregate, accounted for approximately 47% of net sales, and
its ten largest customers, in the aggregate, accounted for approximately 54% of
net sales. As of December 31, 2020, Mattel's three largest customers accounted
for approximately 46% of net accounts receivable, and its ten largest customers
accounted for approximately 56% of net accounts receivable. The concentration of
Mattel's business with a relatively small number of customers may expose Mattel
to a material adverse effect if one or more of Mattel's large customers were to
experience financial difficulty.
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, factoring, 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,                              December 31,
                                                                        2020                                      2019
                                                                        (In millions, except percentage information)
Allowance for credit losses                                      $         15.9                              $       18.5
As a percentage of total accounts receivable                                1.5   %                                   1.9  %


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.
                                                                            

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Mattel believes that its allowance for credit losses at December 31, 2020 is
adequate and proper. However, as described above, Mattel's business is greatly
dependent on a small number of customers. Should one or more of Mattel's major
customers experience bankruptcy or financial difficulty, the allowance for
credit losses may not be sufficient to cover such losses. Any incremental bad
debt charges would negatively affect the results of operations of one or more of
Mattel's business segments.
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 establish a lower cost basis for the inventory. Management believes
that the accounting estimate related to the obsolescence reserve is a "critical
accounting estimate" because changes in the assumptions used to develop the
estimate could materially affect key financial measures, including gross profit,
net income, and inventories. As more fully described below, valuation of
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.
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 pre-build 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 and identifies products that are believed to
be impaired. 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.
                                                                            

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The following table summarizes Mattel's obsolescence reserve:


                                                                      December 31,                              December 31,
                                                                          2020                                      2019
                                                                          (In millions, except percentage information)
Obsolescence reserve                                               $         34.8                              $       43.6
As a percentage of total inventory                                            6.3   %                                   8.1  %


Management believes that its obsolescence reserve at December 31, 2020 is
adequate and proper. However, the impact resulting from the aforementioned
factors could cause actual results to vary. Any incremental obsolescence charges
would negatively affect the results of operations of one or more of Mattel's
business segments.
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 significant changes in the
assumptions used to develop the estimates could materially affect key financial
measures, including net income, goodwill, and other intangible assets.
Assessing goodwill for impairment involves a high degree of judgment due to the
assumptions that underlie the valuation. 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 value. 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 value. 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 based upon both the discounted cash flows that the business can be
expected to generate in the future (the "Income Approach") and the market
approach. The Income 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.
In the third quarter of 2020, Mattel performed its annual impairment test and
determined that goodwill was not impaired since each reporting unit's fair value
exceeded its carrying value.
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. 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 $554.2 million and
$560.0 million during 2020 and 2019, respectively.
The above-described programs primarily involve fixed amounts or percentages of
sales to customers. 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 the majority of sales
adjustment amounts are readily determinable at period end and do not require
estimates, certain sales adjustments (i.e., discretionary sales adjustments)
require management to make estimates. In making these estimates, management
considers all available information, including the overall business environment,
historical trends, and information from customers. Management believes that the
accruals recorded for customer programs as of December 31, 2020 are adequate and
proper.
                                                                            

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Benefit Plan Assumptions
Mattel and certain of its subsidiaries have retirement and other postretirement
benefit plans covering substantially all employees of these companies. See
Item 8 "Financial Statements and Supplementary Data-Note 4 to the Consolidated
Financial Statements-Employee Benefit Plans."
Actuarial valuations are used in determining amounts recognized in the financial
statements for certain retirement and other postretirement benefit plans. These
valuations incorporate the following significant assumptions:
•Weighted-average discount rate to be used to measure future plan obligations
and interest cost component of plan income or expense;
•Rate of future compensation increases (for certain defined benefit pension
plans);
•Expected long-term rate of return on plan assets (for funded plans); and
•Health care cost trend rates (for other postretirement benefit plans).
Management believes that these assumptions are "critical accounting estimates"
because significant changes in these assumptions could impact Mattel's results
of operations and financial position. Management believes that the assumptions
utilized to record its obligations under its plans are reasonable based on the
plans' experience and advice received from its outside actuaries. Mattel reviews
its benefit plan assumptions annually and modifies its assumptions based on
current rates and trends as appropriate. The effects of such changes in
assumptions are amortized as part of plan income or expense in future periods.
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, 2020, Mattel determined the discount rate for its domestic benefit
plans used in determining the projected and accumulated benefit obligations to
be 2.2%, as compared to 3.0% as of December 31, 2019. In estimating this rate,
Mattel reviews rates of return on high-quality corporate bond indices, which
approximate the timing and amount of benefit payments. Assuming all other
benefit plan assumptions remain constant, a one percentage point decrease in the
discount rate would result in an immaterial change in benefit plan expense
during 2021.
As a result of the curtailment of Mattel's domestic defined benefit pension
plans, the rate of future compensation increase was not applicable for the 2020
and 2019 benefit obligation and net periodic pension cost calculations.
The long-term rate of return on plan assets is based on management's expectation
of earnings on the assets that secure Mattel's funded defined benefit pension
plans, taking into account the mix of invested assets, the arithmetic average of
past returns, economic and stock market conditions and future expectations, and
the long-term nature of the projected benefit obligation to which these
investments relate. The long-term rate of return is used to calculate the
expected return on plan assets that is used in calculating pension income or
expense. The difference between this expected return and the actual return on
plan assets is deferred, net of tax, and is included in accumulated other
comprehensive loss. The net deferral of past asset gains or losses affects the
calculated value of plan assets and, ultimately, future pension income or
expense. Mattel's long-term rate of return used in determining plan expense for
its domestic defined benefit pension plans was 5.5% in 2020 and 6.0% in 2019.
Assuming all other benefit plan assumptions remain constant, a one percentage
point decrease in the expected return on plan assets would result in an
immaterial change in benefit plan expense during 2021.
The health care cost trend rates used by Mattel for its other postretirement
benefit plans reflect management's best estimate of expected claim costs over
the next ten years. These trend rates impact the service and interest cost
components of plan expense. Rates ranging from 7.0% in 2020 to 4.5% in 2026,
with rates assumed to stabilize in 2026 and thereafter, were used in determining
plan expense for 2020. These rates are reviewed annually and are estimated based
on historical costs for participants in the other postretirement benefit plans
as well as estimates based on current economic conditions. As of December 31,
2020, Mattel maintained the health care cost trend rates for its other
postretirement benefit plan obligation at 7.0% for participants younger than age
65, and 6.8% for participants age 65 and older. For all participants, the cost
trend rates are estimated to reduce to 4.5% by 2027, with rates assumed to
stabilize in 2027. Assuming all other postretirement benefit plan assumptions
remain constant, a one percentage point increase in the assumed health care cost
trend rates would result in an immaterial change in benefit plan expense during
2021.
                                                                            

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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. With the exception of certain
market-based options granted in 2018, which are valued using a Monte Carlo
valuation methodology, Mattel estimates the fair value of options granted using
the Black-Scholes valuation model. The expected life of the options used in this
calculation is the period of time the options are expected to be outstanding and
has been determined based on historical exercise experience. Expected stock
price volatility is based on the historical volatility of Mattel's stock for a
period approximating the expected life, the expected dividend yield is based on
Mattel's most recent actual annual dividend payout, and the risk-free interest
rate is based on the implied yield available on U.S. Treasury zero-coupon issues
approximating the expected life. Judgment is also required in estimating the
amount of share-based awards that will be forfeited prior to vesting. Management
believes that these assumptions are "critical accounting estimates" because
significant changes in the assumptions used to develop the estimates could
materially affect key financial measures, including net income.
There were no market-based options granted during 2020 and 2019. The
weighted-average grant-date fair value of options granted during 2020 and 2019,
valued using the Black-Scholes valuation model was $4.60 and $5.09,
respectively. The following weighted-average assumptions were used in
determining the fair value of options granted:
                             2020        2019
Expected life (in years)        5.9         5.5
Risk-free interest rate      0.3  %      1.7  %
Volatility factor           43.7  %     38.1  %
Dividend yield                 -  %        -  %


The following tables summarize the sensitivity of valuation assumptions within
the calculation of stock option fair values, if all other assumptions are held
constant:
                                                               Increase (Decrease) in
                            Increase in Assumption Factor            Fair Value
Expected life (in years)                                 1                      7.3  %
Risk-free interest rate                               1  %                      4.3  %
Volatility factor                                     1  %                      2.0  %
Dividend yield                                        1  %                     (9.9) %


                                                                 Increase (Decrease) in
                            (Decrease) in Assumption Factor            Fair Value
Expected life (in years)                                 (1)                     (8.2) %
Risk-free interest rate                                (1) %                     (4.3) %
Volatility factor                                      (1) %                     (2.1) %
Dividend yield                                         (1) %                     10.7  %


Mattel recognized total share-based compensation expense related to stock
options, restricted stock units ("RSUs"), and performance RSUs ("performance
awards") of $60.2 million and $56.0 million during 2020 and 2019, respectively,
which is included in other selling and administrative expenses in the
consolidated statements of operations. As of December 31, 2020, total
unrecognized compensation cost related to unvested share-based payments totaled
$77.7 million and is expected to be recognized over a weighted-average period of
1.9 years. See Item 8 "Financial Statements and Supplementary Data-Note 8 to the
Consolidated Financial Statements-Share-Based Payments"
                                                                            

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Income Taxes
Mattel accounts for income taxes in accordance with Accounting Standards
Codification ("ASC") 740-Income Taxes. Mattel's income tax provision and related
income tax assets and liabilities are based on actual and expected future
income, U.S. 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 U.S. 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.
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.
In the normal course of business, Mattel is regularly audited by federal, state,
local, and foreign tax authorities. The ultimate settlement of any particular
issue with the applicable taxing authority could have a material impact on
Mattel's consolidated financial statements.
New Accounting Pronouncements
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 U.S. 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. It 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.
                                                                            

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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 not
associated with categories, brands, and 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. Inventory transactions denominated in the Euro, Mexican peso,
British pound sterling, Canadian dollar, Russian ruble, Australian dollar and
Brazilian real were the primary transactions that caused foreign currency
transaction exposure for Mattel in 2020. 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 18 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 (loss) or other
non-operating 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 2020 were related to its net investments in entities
having functional currencies denominated in the Brazilian real, Russian ruble,
British pound sterling and the Mexican peso.
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 1 percent change in the U.S. dollar Trade-Weighted Index would
impact Mattel's net sales by approximately 0.4% and its full year earnings per
share by approximately $0.00 to $0.01.
Mattel's foreign currency forward exchange contracts that were used to hedge
firm foreign currency commitments as of December 31, 2020 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.
                                                                            

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                                                            Buy                                                             Sell
                                                       Weighted-Average                                               Weighted-Average
                                    Contract               Contract                Fair            Contract               Contract                 Fair
                                     Amount                  Rate                 Value             Amount                  Rate                  Value
                                                                      (In thousands of U.S. dollars, except for rates)
Australian dollar (a)             $       -                     -               $     -          $  63,670                  0.72               $  (4,791)
British pound sterling (a)           38,047                  1.35                   638                  -                     -                       -
Canadian dollar (a)                  29,595                  0.78                   297             39,128                  0.76                  (1,419)
Czech koruna                         15,697                 21.53                    75                  -                     -                       -
Danish krone                          3,068                  6.09                     -                  -                     -                       -
Euro (a)                             75,606                  1.22                     3            318,360                  1.16                 (18,219)
Hungarian forint                      6,888                298.05                    51                  -                     -                       -
Indonesian rupiah                    42,725             14,639.64                 2,001                  -                     -                       -
Japanese yen                          5,758                103.78                    35                674                103.82                      (3)
Mexican peso                          6,178                 20.07                    72              7,403                 20.61                    (194)
New Zealand dollar (a)                9,536                  0.71                   125                  -                     -                       -
Polish zloty                         30,797                  3.68                  (350)                 -                     -                       -
Russian ruble                        55,700                 73.86                   165                  -                     -                       -
Singapore dollar                     11,191                  1.33                   111                  -                     -                       -
South African rand                        -                     -                     -              6,158                 14.67                      17
Swiss franc                          26,201                  0.89                   147                  -                     -                       -
Turkish lira                              -                     -                     -              5,189                  7.43                      33
                                  $ 356,987                                     $ 3,370          $ 440,582                                     $ (24,576)


(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, 2020. 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, 2020. 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, 2020, these contracts had a contract amount of $43.1
million and a fair value of $1.1 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 increased by approximately $13.7 million in 2020 and
decreased by approximately $20 million in 2019.
                                                                            

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United Kingdom Operations
During June 2016, the referendum by British voters to exit the EU ("Brexit")
adversely impacted global markets and resulted in a sharp decline of the British
pound sterling against the U.S. dollar. In February 2017, the British Parliament
voted in favor of allowing the British government to begin the formal process of
Brexit and discussions with the EU began in March 2017. On January 29, 2020, the
British Parliament approved a withdrawal agreement, and the United Kingdom
("U.K.") officially withdrew from the EU on January 31, 2020 and entered into a
transition period, ending on December 31, 2020.
On December 24, 2020, the U.K. and EU agreed upon The EU-UK Trade and
Cooperation Agreement. The agreement was provisionally applicable beginning
January 1, 2021 and sets new rules and arrangements between the U.K. and EU in
areas such as the trade of goods and services, intellectual property,
transportation, and more. As a result of the agreement, the U.K. will no longer
be considered a member of the EU Single Market and Customs Union and will exit
all EU policies and trade agreements. The transfer of goods between the U.K. and
EU will be subject to additional inspections and checkpoints causing possible
delays in the movement of inventory. Although the agreement has mitigated a
portion of the risk that arose due to the U.K.'s withdrawal from the EU, the
overall impact caused on Mattel's operations is still being evaluated, including
in the volatility of the British pound sterling. Mattel's U.K. operations
represented approximately 6% of Mattel's consolidated net sales for the year
ended December 31, 2020.
Argentina Operations
Effective July 1, 2018, Mattel accounted for Argentina as a highly inflationary
economy, as the projected three-year cumulative inflation rate exceeded 100%. As
such, beginning July 1, 2018, Mattel's Argentina subsidiary has designated the
U.S. dollar as its functional currency. Mattel's Argentina subsidiary
represented less than 1% of Mattel's consolidated net sales for the years ended
December 31, 2020 and 2019.
                                                                            

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