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Mattel Inc/DE – ‘10-K’ for 12/31/12 – ‘EX-10.10’

On:  Tuesday, 2/26/13, at 2:10pm ET   ·   For:  12/31/12   ·   Accession #:  1193125-13-76313   ·   File #:  1-05647

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/13  Mattel Inc/DE                     10-K       12/31/12  123:15M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.37M 
 2: EX-10.10    Material Contract                                   HTML     52K 
 3: EX-10.11    Material Contract                                   HTML    441K 
 4: EX-10.56    Material Contract                                   HTML     51K 
 6: EX-21.0     Subsidiaries List                                   HTML     41K 
 7: EX-23.0     Consent of Experts or Counsel                       HTML     34K 
 5: EX-12.0     Statement re: Computation of Ratios                 HTML     50K 
 8: EX-31.0     Certification -- §302 - SOA'02                      HTML     39K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     39K 
10: EX-32.0     Certification -- §906 - SOA'02                      HTML     36K 
83: R1          Document and Entity Information                     HTML     65K 
63: R2          Consolidated Balance Sheets                         HTML    138K 
78: R3          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
88: R4          Consolidated Statements of Operations               HTML    100K 
112: R5          Consolidated Statements of Comprehensive Income     HTML     77K  
66: R6          Consolidated Statements of Cash Flows               HTML    181K 
77: R7          Consolidated Statements of Stockholders' Equity     HTML     97K 
57: R8          Summary of Significant Accounting Policies          HTML     60K 
46: R9          Goodwill and Other Intangibles                      HTML     65K 
114: R10         Income Taxes                                        HTML    121K  
90: R11         Employee Benefit Plans                              HTML    216K 
89: R12         Seasonal Financing and Debt                         HTML     72K 
96: R13         Stockholders' Equity                                HTML     54K 
97: R14         Share-Based Payments                                HTML     90K 
94: R15         Earnings Per Share                                  HTML     60K 
98: R16         Derivative Instruments                              HTML     77K 
79: R17         Fair Value Measurements                             HTML     79K 
85: R18         Commitments and Contingencies                       HTML     77K 
92: R19         Segment Information                                 HTML    131K 
122: R20         Supplemental Financial Information                  HTML     74K  
107: R21         Quarterly Financial Information (Unaudited)         HTML     83K  
72: R22         Subsequent Event                                    HTML     35K 
91: R23         Valuation and Qualifying Accounts and Allowances    HTML     55K 
75: R24         Summary of Significant Accounting Policies          HTML    179K 
                (Policies)                                                       
36: R25         Goodwill and Other Intangibles (Tables)             HTML     57K 
108: R26         Income Taxes (Tables)                               HTML    120K  
118: R27         Employee Benefit Plans (Tables)                     HTML    202K  
51: R28         Seasonal Financing and Debt (Tables)                HTML     65K 
50: R29         Stockholders' Equity (Tables)                       HTML     40K 
55: R30         Share-Based Payments (Tables)                       HTML     82K 
56: R31         Earnings Per Share (Tables)                         HTML     56K 
58: R32         Derivative Instruments (Tables)                     HTML     74K 
25: R33         Fair Value Measurements (Tables)                    HTML     70K 
105: R34         Commitments and Contingencies (Tables)              HTML     55K  
70: R35         Segment Information (Tables)                        HTML    132K 
73: R36         Supplemental Financial Information (Tables)         HTML     77K 
41: R37         Quarterly Financial Information (Unaudited)         HTML     81K 
                (Tables)                                                         
121: R38         Summary of Significant Accounting Policies -        HTML     43K  
                Additional Information (Detail)                                  
17: R39         Goodwill (Detail)                                   HTML     52K 
60: R40         Goodwill and Other Intangibles - Additional         HTML     65K 
                Information (Detail)                                             
111: R41         Identifiable Intangibles (Detail)                   HTML     43K  
38: R42         Identifiable Intangibles (Parenthetical) (Detail)   HTML     37K 
49: R43         Pre-tax Income (Detail)                             HTML     46K 
54: R44         Provision (Benefit) For Current and Deferred        HTML     81K 
                Income Taxes (Detail)                                            
64: R45         Deferred Income Tax Assets (Liabilities) (Detail)   HTML     80K 
24: R46         Classification of Net Deferred Income Tax Assets    HTML     40K 
                (Detail)                                                         
45: R47         Income Taxes - Additional Information (Detail)      HTML    100K 
19: R48         Expiration of Loss and Tax Credit Carryforwards     HTML     44K 
                (Detail)                                                         
110: R49         Reconciliation of Provision For Income Taxes at US  HTML     59K  
                Federal Statutory Rates To Provision In Statements               
                of Operations (Detail)                                           
37: R50         Reconciliation of Unrecognized Tax Benefits         HTML     54K 
                (Detail)                                                         
106: R51         Summary of Retirement Plan Expense (Detail)         HTML     44K  
42: R52         Summary of Components of Net Periodic Benefit Cost  HTML     93K 
                and Other Changes in Plan Assets and Benefit                     
                Obligations Recognized in Other Comprehensive                    
                Income (Detail)                                                  
61: R53         Summary of Components of Net Periodic Benefit Cost  HTML     38K 
                and Other Changes in Plan Assets and Benefit                     
                Obligations Recognized in Other Comprehensive                    
                Income (Parenthetical) (Detail)                                  
18: R54         Assumptions Used to Calculate Net Periodic Benefit  HTML     59K 
                Cost for Domestic Defined Benefit Pension and                    
                Postretirement Benefit Plans (Detail)                            
21: R55         Employee Benefit Plans - Additional Information     HTML    121K 
                (Detail)                                                         
53: R56         Summary of Changes in Benefit Obligation and Plan   HTML    139K 
                Assets for Defined Benefit Pension and                           
                Postretirement Benefit Plans (Detail)                            
29: R57         Summary of Changes in Benefit Obligation and Plan   HTML     38K 
                Assets for Defined Benefit Pension and                           
                Postretirement Benefit Plans (Parenthetical)                     
                (Detail)                                                         
115: R58         Assumptions Used to Determine Projected and         HTML     53K  
                Accumulated Benefit Obligations of Domestic                      
                Defined Benefit Pension and Postretirement Benefit               
                Plans (Detail)                                                   
68: R59         Estimated Future Benefit Payments for Defined       HTML     68K 
                Benefit Pension and Postretirement Benefit Plans                 
                (Detail)                                                         
95: R60         Plan Assets Measured and Reported in Financial      HTML     57K 
                Statements at Fair Value (Detail)                                
44: R61         Seasonal Financing and Debt - Additional            HTML    128K 
                Information (Detail)                                             
47: R62         Long-Term Debt (Detail)                             HTML     46K 
103: R63         Long-Term Debt (Parenthetical) (Detail)             HTML     45K  
99: R64         Long-term Debt Maturity (Detail)                    HTML     69K 
71: R65         Stockholders' Equity - Additional Information       HTML     68K 
                (Detail)                                                         
101: R66         Accumulated Other Comprehensive Loss (Detail)       HTML     58K  
43: R67         Share-Based Payments - Additional Information       HTML    122K 
                (Detail)                                                         
76: R68         Weighted Average Assumptions Used to Determine      HTML     48K 
                Fair Value of Options Granted (Detail)                           
117: R69         Summary of Stock Option Information and Weighted    HTML     74K  
                Average Exercise Prices (Detail)                                 
20: R70         Summary of Number and Weighted Average Grant Date   HTML     66K 
                Fair Value of Unvested Restricted Stock Units                    
                (Detail)                                                         
35: R71         Earnings Per Share (Detail)                         HTML     89K 
62: R72         Earnings Per Share - Additional Information         HTML     41K 
                (Detail)                                                         
27: R73         Derivative Instruments - Additional Information     HTML     48K 
                (Detail)                                                         
120: R74         Derivative Assets and Liabilities (Detail)          HTML     47K  
39: R75         Derivatives Designated as Hedging Instruments by    HTML     42K 
                Classification and Amount of Gains and Losses                    
                (Detail)                                                         
30: R76         Derivatives Not Designated as Hedging Instruments   HTML     39K 
                by Classification and Amount of Gains and Losses                 
                (Detail)                                                         
34: R77         Financial Assets and Liabilities Measured and       HTML     51K 
                Reported at Fair Value on Recurring Basis (Detail)               
22: R78         Assets Measured and Reported at Fair Value on       HTML     44K 
                Recurring Basis Using Significant Level 3 Inputs                 
                (Detail)                                                         
26: R79         Fair Value Measurements - Additional Information    HTML     57K 
                (Detail)                                                         
86: R80         Schedule of Future Minimum Obligations Under Lease  HTML     83K 
                Commitments (Detail)                                             
32: R81         Schedule of Future Minimum Obligations Under Lease  HTML     38K 
                Commitments (Parenthetical) (Detail)                             
116: R82         Commitments and Contingencies - Additional          HTML     81K  
                Information (Detail)                                             
59: R83         Schedule of Future Minimum Payments for Licensing   HTML     48K 
                and Similar Agreements (Detail)                                  
93: R84         Schedule of Future Minimum Obligations for          HTML     46K 
                Purchases of Inventory, Other Assets, and Services               
                (Detail)                                                         
100: R85         Segment Revenues and Segment Income (Detail)        HTML     84K  
31: R86         Segment Revenues and Segment Income                 HTML     56K 
                (Parenthetical) (Detail)                                         
33: R87         Segment Depreciation/Amortization (Detail)          HTML     42K 
113: R88         Segment Assets (Detail)                             HTML     40K  
28: R89         Worldwide Revenues by Brand (Detail)                HTML     52K 
87: R90         Revenues by Geographic Area (Detail)                HTML     57K 
82: R91         Long-Lived Assets by Geographic Area (Detail)       HTML     39K 
104: R92         Revenues by Geographic Area (Parenthetical)         HTML     40K  
                (Detail)                                                         
81: R93         Long-Lived Assets by Geographic Area                HTML     39K 
                (Parenthetical) (Detail)                                         
67: R94         Segment Information - Additional Information        HTML     36K 
                (Detail)                                                         
109: R95         Net Sales to Three Largest Customers (Detail)       HTML     45K  
65: R96         Supplemental Financial Information - Balance Sheet  HTML    130K 
                Accounts (Detail)                                                
40: R97         Supplemental Financial Information - Balance Sheet  HTML     37K 
                Accounts (Parenthetical) (Detail)                                
74: R98         Currency Transaction Gains/Losses (Detail)          HTML     41K 
69: R99         Other Selling and Administrative Expenses (Detail)  HTML     47K 
52: R100        Quarterly Financial Information (Unaudited)         HTML     97K 
                (Detail)                                                         
123: R101        Quarterly Financial Information (Unaudited)         HTML     41K  
                (Parenthetical) (Detail)                                         
102: R102        Subsequent Event - Additional Information (Detail)  HTML     48K  
80: R103        Valuation and Qualifying Accounts and Allowances    HTML     52K 
                (Detail)                                                         
23: R104        Valuation and Qualifying Accounts and Allowances    HTML     36K 
                (Parenthetical) (Detail)                                         
119: XML         IDEA XML File -- Filing Summary                      XML    195K  
48: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.07M 
11: EX-101.INS  XBRL Instance -- mat-20121231                        XML   3.32M 
13: EX-101.CAL  XBRL Calculations -- mat-20121231_cal                XML    350K 
14: EX-101.DEF  XBRL Definitions -- mat-20121231_def                 XML   1.70M 
15: EX-101.LAB  XBRL Labels -- mat-20121231_lab                      XML   2.43M 
16: EX-101.PRE  XBRL Presentations -- mat-20121231_pre               XML   1.93M 
12: EX-101.SCH  XBRL Schema -- mat-20121231                          XSD    384K 
84: ZIP         XBRL Zipped Folder -- 0001193125-13-076313-xbrl      Zip    329K 


‘EX-10.10’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.10  

Exhibit 10.10

The Mattel Cash Balance Excess Benefit Plan

as amended and restated effective as of July 1, 2012

The Fisher-Price Excess Benefit Plan is hereby renamed The Mattel Cash Balance Excess Benefit Plan (the “Plan”) and is continued with this document. The Plan was originally established June 28, 1991.

Following a corporate reorganization in January, 1995, the Plan was continued by the newly formed and renamed corporate entities known as Fisher-Price, Inc. and Mattel Operations, Inc. Beginning in January, 1998, the Plan was extended to Tyco Preschool, Inc. upon the inclusion of Tyco Preschool, Inc. as a covered employer under the Fisher-Price Pension Plan, as amended from time to time (the “Fisher Price Plan”).

As a result of the enactment in 2004 of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance promulgated thereunder (“Section 409A”), the Company amended and restated the Plan effective as of January 1, 2009 to conform the written terms of the Plan to the requirements of Section 409A.

Effective as of July 1, 2012, the Fisher Price Plan was converted from a traditional defined benefit plan to a defined benefit cash balance plan where participant benefits accrue by reference to a hypothetical account balance. Simultaneously with the conversion to a cash balance formula, the name of the Fisher Price Plan was changed to the Mattel Cash Balance Plan (the “Cash Balance Plan”). A participant’s benefit under the Cash Balance Plan is equal to the greater of (a) the benefit determined in accordance with the formula for calculating the participant’s hypothetical account balance under the Cash Balance Plan and (b) the benefit determined under various transition provisions that consider the prior Fisher Price Plan benefit formula for past and some future accruals. The Plan is hereby amended and restated effective as of July 1, 2012 to be consistent with the conversion of the Fisher Price Plan to the Cash Balance Plan effective as of July 1, 2012.

The Plan is intended to be an unfunded “excess benefit plan” within the meaning of Sections 3(36) and 4(b)(5) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); provided, however, that, to the extent, if any, that the Plan provides benefits which cannot be provided by an “excess benefit plan,” the Plan shall be considered and interpreted in all respects as an unfunded “top-hat” plan maintained primarily to provide deferred compensation benefits for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Subtitle B of Title I of ERISA to the maximum extent permissible under the provisions thereof. The purpose of the Plan is to provide benefits to certain participants in the Cash Balance Plan in excess of the compensation limitation under Section 401(a)(17) of the Code (“Section 401(a)(17)”) or the limitations on benefits imposed by Section 415 of the Code (“Section 415”) and to make up for any loss in benefit under the Cash Balance Plan as a result of the deferral of compensation by the Participant pursuant to a non-qualified deferred compensation plan.

Fisher-Price, Inc., on behalf of itself and each other employer that has adopted and has employees participating in the Cash Balance Plan (collectively, the “Company”), hereby continues the terms and provisions of the Plan by restating the Plan as follows:

 

  1. Terms. Each term that is not defined herein but used in the Plan and also used in the Cash Balance Plan shall have the same meaning herein as under the Cash Balance Plan.


  2. Eligibility and Benefit Amount. If a Participant shall be entitled to receive a retirement benefit under the Cash Balance Plan, the Participant will be entitled to a benefit payable under the Plan equal to:

 

  (a) the Participant’s pension benefit (as calculated under the Cash Balance Plan using the actuarial assumptions and methods then used under the Cash Balance Plan), that would have been paid under the Cash Balance Plan as of the date of distribution without regard to the limitation on benefits imposed by Section 401(a)(17) or Section 415 and by including any deferral of compensation by the Participant pursuant to a nonqualified deferred compensation plan maintained by the Company as compensation for purposes of the Cash Balance Plan, at the time such deferrals would have been paid absent the deferral; provided that had the compensation been paid to the Participant, it would have been treated as compensation for purposes of the Cash Balance Plan, regardless of whether such amounts are includable in the Participant’s gross income;

reduced by

 

  (b) the Participant’s pension benefit under the Cash Balance Plan as of the date of distribution.

For purposes of calculating the pension benefit described in (a) above, the Investment Credits to a Participant’s Cash Balance Plan Account shall be credited and annualized quarterly (rather than daily as credited under the Cash Balance Plan), assuming that the Compensation Credits allocated for each quarter were allocated as of the middle of such quarter.

 

  3. Timing of Payment. Subject to paragraph 4 below, the pension benefit due under the Plan shall be paid upon the later of (i) a Participant’s “separation from service” within the meaning of Treas. Reg. §1.409A-1(h), whether voluntary or involuntary and (ii) the Participant’s attainment of age 55; provided, however, that if a Participant is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) as of the date of the Participant’s “separation from service” and the benefit under the Plan becomes payable as a result of such “separation from service,” such amount shall not be paid prior to the first day of the seventh month following the Participant’s “separation from service” or, if earlier, during the calendar year in which the Participant’s death occurred. Simple interest will be paid on the amount delayed hereunder from the date such payment would have been made to the Participant but for the proviso in the preceding sentence, to the date of actual payment, at the interest rate described in Exhibit A of the Cash Balance Plan. Any payment pursuant to this paragraph on account of the Participant’s death will be paid to the Participant’s Beneficiary or other recipient of the Participant’s death benefit under the Cash Balance Plan.

 

  4. Death Before Payment. If a Participant dies before payment of the benefit payable under the Plan (other than during any delay required pursuant to the proviso in paragraph 3 above), such amount shall be paid to the Participant’s Beneficiary, or other recipient otherwise eligible for a death benefit under the Cash Balance Plan. The amount of the benefit shall be calculated as set forth above in paragraph 2, but substituting the corresponding survivor benefit under the Cash Balance Plan for the Participant’s pension benefit in both paragraphs 2(a) and 2(b), above. Such amount shall be paid upon the later of (i) the date the Participant would have reached age 55 or (ii) during the calendar year in which the Participant’s death occurred.

 

2


  5. Form of Payment. Payment will be in the form of a single lump sum only. For purposes of the foregoing, the lump sum value shall be determined using the 1971 Group Annuity Mortality Table (compiled on a unisex basis weighted 60% male and 40% female) and the interest rate shall be such rate as of the January 1 preceding the date of the distribution (or as of the date of the distribution if the rate is then less) used by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on plan termination. Notwithstanding the immediately preceding sentence, the lump sum value of accruals after December 31, 2008 shall be determined on the same basis used for determining the value of lump sum distributions under the Cash Balance Plan for such period.

 

  6. Unfunded Status of Plan. The Plan shall not be a funded plan for purposes of ERISA, and the Company shall not set aside any funds, or make any investments, for the specific purpose of making payments under the Plan, in a manner that would cause the Plan to be considered funded under ERISA. Any payments hereunder shall be made out of the general assets of the Company. Notwithstanding the preceding, the Company may transfer funds to and may, but need not, make payments through any trust which it deems to comply with the preceding in order to meet its obligation under the Plan. Notwithstanding anything herein or in any trust providing benefits under the Plan to the contrary, no asset shall be set aside or transferred to any such trust if such set aside or transfer would violate applicable law or result in the imposition of the additional tax under Section 409A.

 

  7. Amendment and Termination. Fisher-Price, Inc., by action of its Board of Directors, or a designated officer through authority delegated by such Board of Directors, shall have the right at any time to amend the Plan in any respect or to terminate the Plan; provided, however, that such amendment or termination (i) shall not reduce the benefits payable under the Plan below the benefits to which any person would have been entitled hereunder at the time of such amendment or termination; or (ii) accelerate the payment of any amount from the date on which such amount otherwise is payable hereunder except as permitted pursuant to Treas. Reg. §1.409A-3(j).

 

  8. Administration and Claims. The Plan shall be administered, interpreted and construed by the Mattel Administrative Committee. The claims procedure applicable to claims and appeals under the Cash Balance Plan shall apply to any claims under the Plan and appeals of any such denied claims.

 

  9. No Assignment. The interest of any Participant and the interest, if any, of any Participant’s spouse or other beneficiary of any Participant’s spouse or other beneficiary of any Participant may not be assigned or alienated either by voluntary or involuntary assignment or by operation of law.

 

  10. No Right to Employment. Neither the Plan nor any of its provisions shall be construed as giving any Participant a right to continue in the employ of the Company.

 

  11. Termination. Subject to the provisions of paragraph 7, the Plan shall terminate when the Cash Balance Plan terminates; provided, however, that any distribution in respect of a termination pursuant to this paragraph 11 will be only in accordance with the provisions of Section 409A and Treas. Reg. §1.409A-3(j)(4)(ix).

 

  12.

Compliance with Section 409A. Notwithstanding any other provisions of the Plan to the contrary, it is intended that the Plan comply with the requirements of Section 409A regardless of whether amounts were deferred (within the meaning of Treas. Reg. 1.409A-6(a)(1)) on, prior to, or after January 1, 2005, and the Plan shall be interpreted, construed and

 

3


  administered in accordance with this intent, so as to avoid the imposition of taxes and penalties on Participants pursuant to Section 409A; provided, however that amounts deferred as of December 31, 2004 with respect to Participants who terminated employment on or before December 31, 2004 and for whom no amounts are deferred after December 31, 2004, are not intended to be subject to the provisions of Section 409A and such amounts shall continue to be subject to the terms and conditions of the Plan in effect prior to January 1, 2005. The Company shall have no liability to any Participant, Participant’s spouse or otherwise if the Plan or any amounts paid or payable hereunder are subject to the additional tax and penalties under Section 409A. Prior to January 1, 2009, the Company operated the Plan in good faith compliance with Section 409A and certain Internal Revenue Service transitional rules then in effect.

IN WITNESS WHEREOF, the Plan is executed by a duly authorized officer of Fisher-Price, Inc.

 

FISHER-PRICE, INC.
By:  

/s/ Robert Normile

Name:   Robert Normile
Title:   Executive Vice President and Secretary

Date: December 13, 2012

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/26/13
For Period end:12/31/1211-K,  4,  5,  ARS
12/13/12
7/1/12
1/1/09
12/31/0810-K,  11-K,  ARS
1/1/05
12/31/0410-K,  11-K,  4,  5
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/12/13  SEC                               UPLOAD10/11/17    1:34K  Mattel Inc./DE
 5/20/13  SEC                               UPLOAD10/11/17    1:181K Mattel Inc./DE
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