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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2013.

 

¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to              .

Commission File Number 001-05647

 

 

 

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:

MATTEL, INC. PERSONAL INVESTMENT PLAN

 

 

 

B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

MATTEL, INC.

333 Continental Boulevard

El Segundo, California 90245-5012

 

 

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

December 31, 2013 and 2012

 

		Page
Report of Independent Registered Public Accounting Firm			1
Financial Statements:
Statements of Net Assets Available for Benefits at December 31, 2013 and 2012			2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2013			3
Notes to Financial Statements			4-10
Supplemental Schedule:
Schedule H, Line 4i–Schedule of Assets (Held at End of Year) at December 31, 2013			11-22
Signature			23
Exhibit:
23.0 Consent of Independent Registered Public Accounting Firm

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Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of

Mattel, Inc. Personal Investment Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Mattel, Inc. Personal Investment Plan (the “Plan”) at December 31, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

June 24, 2014

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

		December 31, 2013				December 31, 2012
		(In thousands)
ASSETS
Investments		$	933,746			$	786,030
Receivables:
Notes receivable from participants			9,157				8,993
Employer contributions			874				709
Participant contributions			958				783
Due from brokers for securities sold			477				625
Interest and dividends			266				214
Transfer from HIT Entertainment, Inc. 401(k) Plan			—				10,681
Total receivables			11,732				22,005
Total assets			945,478				808,035
LIABILITIES
Accrued expenses			256				217
Due to brokers for securities purchased			728				331
Total liabilities			984				548
Net assets available for benefits, at fair value			944,494				807,487
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(760	)			(5,661	)
Net assets available for benefits		$	943,734			$	801,826

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

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the Year Ended December 31, 2013

 

		(In thousands)
Additions
Investment income:
Net appreciation in fair value of investments		$	128,745
Interest and dividends			8,502
Total investment income			137,247
Interest income on notes receivable from participants			377
Contributions:
Employer			29,430
Participant			36,088
Total contributions			65,518
Total additions			203,142
Deductions
Benefits paid to participants			(59,970	)
Administrative expenses			(1,264	)
Total deductions			(61,234	)
Net increase			141,908
Net assets available for benefits:
Beginning of year			801,826
End of year		$	943,734

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

 

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

 

1.	General Description of the Plan

The Mattel, Inc. Personal Investment Plan (the “Plan” or “PIP”) was established by Mattel, Inc. (the “Company”) effective November 1, 1983. The PIP is a contributory thrift savings form of a defined contribution plan that covers non-union employees of the Company and certain of its subsidiaries.

The Plan is sponsored and administered by the Company, acting by and through the Administrative Committee. The Plan’s assets are held by Wells Fargo Bank, N.A. (“Wells Fargo” or the “Trustee”) and the recordkeeper is Aon Hewitt.

On February 1, 2012, the Company acquired Helium Holdings 1A Ltd (“HIT Entertainment”). The HIT Entertainment employees that were participants of the HIT Entertainment, Inc. 401(k) Plan (“HIT 401(k) Plan”) as of May 31, 2012 became participants of the Plan as of June 1, 2012. On December 31, 2012, the Company merged the HIT 401(k) Plan with and into the Plan.

Eligibility

Employees of the Company and certain of its subsidiaries are generally eligible to participate in the Plan immediately upon their hire date if they are full-time or part-time employees of the Company or certain of its subsidiaries and are age 20 or older, except that American Girl retail store employees age 20 or older are eligible to participate in the PIP after a 90-day waiting period has been completed and American Girl variable employees are not eligible to participate.

Contributions

For Plan participants, excluding participants who are also participating in the Mattel Cash Balance Plan, the Company makes automatic contributions ranging from three percent to eight percent of compensation based on participants’ ages, regardless of whether the participants elect to personally contribute to the Plan. For all Plan participants, the Company makes matching contributions equal to 100 percent of the first two percent of compensation and 50 percent of the next four percent of compensation contributed by participants. Plan participants who are not classified as “highly compensated employees” under the Internal Revenue Code may contribute up to an additional 74 percent of compensation, with no matching contributions by the Company. Plan participants who are classified as “highly compensated employees” may contribute up to an additional 14 percent of compensation, with no matching contributions by the Company.

The Plan includes provisions for automatic enrollment and re-enrollment of participants and automatic increases in participant contributions. Under these provisions, each employee is automatically enrolled for contributions upon his or her commencement of employment equal to two percent of his or her compensation. In addition, the contribution election of each participant who has elected (or who has been automatically enrolled) to contribute less than six percent of his or her compensation is automatically increased by one percent as of the first April that is at least 90 days after the participant has elected (or who has been automatically enrolled) to contribute to the Plan. The automatic one percent increase continues on each subsequent April until the participant’s contribution level reaches six percent of compensation. A participant may affirmatively elect to override the automatic enrollment and contribution increases at any time. Effective January 1, 2013, the automatic increase in participant contributions for those participants contributing less than six percent of his or her compensation changed to two percent.

All contributions made to the Plan are subject to annual limitations imposed by the Internal Revenue Code.

Plan participants are able to direct all contributions into one or more of the 15 separate investment funds available under the Plan in 2013 and 2012, including a fund that is invested primarily in the Company’s common stock (the “Mattel, Inc. stock fund”). Participants may not invest more than 25 percent of the contributions made to their accounts in the Mattel, Inc. stock fund or transfer more than 25 percent of their account balances to the Mattel, Inc. stock fund. Participants are not required to allocate any funds to the Mattel, Inc. stock fund, allowing them to limit or eliminate their exposure to market changes in the Company’s stock price.

Vesting

Participants are immediately vested in their contributions plus earnings thereon. Participants vest in the Company’s contributions plus earnings thereon after three years of credited service. Participants who terminate employment due to retirement at or after the age of 65, permanent and total disability, or death become fully vested in the balances of their accounts.

Notes Receivable from Participants

Participants may borrow from their accounts a minimum of $2,000 and a maximum equal to the lesser of $50,000 less the highest outstanding loan balance in the last 12 months or 50 percent of the vested balance of their accounts. Loan terms generally range from one to five years but can range from one to fifteen years if the loan proceeds are used for the purchase of a primary residence. The loans are secured by the vested balance of accounts and bear interest at the prime rate plus one percent,

 

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set at the beginning of the month in which the loan is granted, and is fixed for the duration of the loan. Annual interest rates on loans outstanding for the Plan ranged from 4.25 to 10.50 percent at December 31, 2013 and December 31, 2012. Principal and interest are paid ratably through payroll deductions.

Participant Accounts

Participant accounts are credited with the participants’ contributions and allocations of (a) the Company’s contributions and (b) the Plan’s earnings. The Company’s contributions are invested in the Plan’s investment funds based on the investment fund percentages chosen by participants for their contributions. Allocations of the Plan’s earnings are based on the funds’ earnings and the percentage of the funds the participants choose to hold. Nonvested account balances of participants who terminate employment are forfeited and used to reduce Company contributions in the future. Forfeitures used to reduce Company contributions in 2013 were approximately $1,389,000.

Payment of Benefits

Participants or beneficiaries of participants who terminate employment due to retirement, disability, death, or other reasons are allowed to receive a lump-sum payment equal to the vested balance of their account or installment payments over a period of five, ten, or fifteen years, unless the distributable benefit is less than $1,000, in which case the payment is made in a lump sum.

Expenses of the Plan

Investment manager expenses are allocated to the funds and paid by the Plan, with all other expenses paid by the Company.

 

2.	Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Investment contracts held by the Plan are reported at fair value. However, contract value is the relevant measurement attribute for the portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The statements of net assets available for benefits present the fair value of the investment contracts, as well as adjustments from fair value to contract value for fully benefit-responsive investment contracts. The statement of changes in net assets available for benefits is prepared on a contract value basis.

Valuation of Investments

The Plan’s investments are stated at fair value and are valued as follows:

The Plan’s investments in the common and commingled trust funds, short-term investment fund, and mutual fund are valued at the net asset value of shares held. In general, there are no restrictions as to the redemption of these funds, nor does the Plan have any contractual obligations to further invest in any of these funds. In addition, these funds have daily liquidity with trades settling between one and three days and are fully benefit-responsive to participant transactions at the measurement date. Investments in common stock, including the Company’s common stock, are valued using quoted market prices reported on the active market upon which the individual securities are traded. The stable asset fund holds primarily guaranteed investment contracts (“GICs”) and synthetic guaranteed investment contracts (“synthetic GICs”). The fair value of the GICs is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations, considering the credit worthiness of the issuer. The fair value of the synthetic GICs is determined based on the fair value of the individual underlying securities, which are primarily composed of high-quality fixed income securities and a collective trust fund. The fair value of the fixed income securities is determined based on valuations provided by an independent pricing service, which uses multiple valuation techniques that incorporate available market information and proprietary valuation models, which consider market characteristics, such as benchmark yield curve, credit spreads, estimated default rates and other security features. The fair value of the collective trust fund is based on the net asset value of shares held. The fair value of the synthetic GICs’ wrapper contract is determined using a market approach discounting methodology, which incorporates the difference between current market level rates for contract wrap fees and the wrap fee being charged.

In determining the net assets available for benefits, the GICs and synthetic GICs are considered to be fully benefit-responsive and thus adjusted to contract value, which is equal to the principal balance plus accrued interest. Full or partial Plan sponsor-directed redemptions or terminations of the GICs and synthetic GICs may be delayed for up to 30 days.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as deemed distributions based on the terms of the Plan document. No allowance for credit losses was recorded as of December 31, 2013 or 2012.

 

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Contributions

Company and participant contributions are reported in the financial statements in the period in which the related employee services are rendered. Participant rollover contributions are reported as participant contributions in the financial statements.

Income Recognition

The net appreciation or depreciation in investment values during the period is reflected in the statement of changes in net assets available for benefits. The net appreciation or depreciation includes realized gains and losses on investments sold during the period and unrealized gains and losses on investments held. Securities transactions are recorded on the transaction date. Interest income is recorded on the accrual basis as earned. Dividend income is recorded on the ex-dividend date.

Payment of Benefits

Benefit payments are recorded in the period in which the benefit payments occur. Benefits that are due to participants but remained unpaid at December 31, 2013 and December 31, 2012 totaled $161,000 and $71,000, respectively.

Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits. Market values of the Plan’s investments may decline for a number of reasons, including changes in prevailing market and interest rates, increases in defaults and credit rating downgrades.

Use of Estimates

The preparation of the financial statements in conformity with US GAAP requires the Plan’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

 

3.	Investment Contracts

The Plan holds both GICs and synthetic GICs. These contracts are managed by Morley Capital Management, Inc. (“Morley”). The GICs are issued with a fixed crediting rate and a fixed maturity that does not change over the life of the contract. The synthetic GICs are wrap contracts paired with underlying investments, primarily consisting of high-quality fixed income securities owned by the Plan. The synthetic GICs provide for a variable crediting rate, based on current yields of the underlying assets, and do not have a final stated maturity date. The crediting rate typically re-sets on a monthly basis with a one-month look-back for the underlying investment portfolio statistics. The primary variables impacting future crediting rates include current yield of the investments within the contract, duration of the investments covered by the contract, and the existing difference between the fair value and the contract value of the investments within the contract.

For synthetic GICs, the contract issuers guarantee a minimum zero percent crediting rate.

The average yield earned on the underlying investments equaled approximately 1% in both 2013 and 2012. The average yield earned, reflecting actual crediting rates to participants, equaled approximately 1% and 2% in 2013 and 2012, respectively.

As described in Note 2, because the GICs and synthetic GICs held are fully benefit-responsive, contract value is the relevant measurement attribute for the portion of the net assets available for benefits attributable to the GICs and synthetic GICs. Contract value, as reported to the Plan by Morley, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. At December 31, 2013 and 2012, no reserves are considered necessary for any potential credit risk or other risk to the contract value of the investments. The contract issuers guarantee that all qualified participant withdrawals will occur at contract value, subject to the events described in the following paragraph.

Certain events limit the ability of the Plan to transact at contract value with the insurance company and the financial institution issuer. Such events may include, but are not limited to: (1) amendments to the Plan’s documents (including complete or partial plan termination or merger with another plan), (2) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the Plan’s sponsor or other Plan sponsor events that cause a significant withdrawal from the Plan, or (4) the failure of the Plan’s trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under the Employee Retirement Income Security Act. The Plan’s administrator does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable. Certain events allow issuers to terminate GIC and synthetic GIC wrap contracts with the Plan and settle at an amount different from the contract value. Such events may include, but are not limited to: (1) management of the portfolio which is not in accordance with investment guidelines, (2) breach of any material obligation under the wrap contract, (3) any representation or

 

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warranty made by the contract holder that becomes untrue in any material way, (4) replacement of the advisor without prior consent of the issuer, (5) termination of fund, (6) fund ceases to qualify as a group trust or the Plan ceases to meet the appropriate tax qualifications, or (7) the wrap contract becomes a prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act.

 

4.	Tax Status of the Plan

The Internal Revenue Service (the “IRS”) has determined and informed the Company by a letter dated May 20, 2014, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (the “Code”). The Company and the Plan’s counsel believe that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the Code and, therefore, believe that the Plan is qualified, and the related trust is tax-exempt.

US GAAP requires the Plan’s management to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Company believes it is no longer subject to income tax examinations for years prior to 2010.

 

5.	Related-Party Transactions

The Company and Wells Fargo are parties-in-interest. The Plan’s investment managers include Barclays, BlackRock Financial Management, Institutional Capital Management, Morley, Northern Trust Company, Pyramis Global Advisors, PIMCO, and Lazard Asset Management, which are also parties-in-interest. A statutory exemption exists for transactions with these parties-in-interest.

The Plan had transactions in the common stock of the Company and the Wells Fargo Short-Term Investment Fund, which is managed by Wells Fargo. During 2013, purchases and sales of the Company’s common stock totaled $1,102,000 and $6,209,000, respectively, and the purchases and sales of Wells Fargo Short-Term Investment Fund shares totaled $83,242,000 and $83,122,000, respectively.

 

6.	Plan Termination

The Company anticipates the Plan will continue without interruption but reserves the right to discontinue the Plan. In the event such discontinuance results in the termination of the Plan, participants will become 100 percent vested in their accounts.

 

7.	Investments

The following investments individually represent five percent or more of the Plan’s net assets (in thousands):

 

		December 31, 2013				December 31, 2012
S&P 500 Equity Index Fund		$	153,117			$	107,312
Wilshire 4500 Equity Index Fund			63,582				(a)
International Equity Index Fund			61,628				43,487
Prudential Trust Co. Collective Trust at contract value (fair value of $51,687,000 and $55,504,000, respectively)			51,335				53,257
Monumental Life Insurance Co. Collective Trust at contract value (fair value of $52,007,000)			51,307				(a)
Mattel, Inc. stock fund			47,684				40,906

 

(a)

The Wilshire 4500 Equity Index Fund and Monumental Life Insurance Co. Collective Trust did not represent five percent or

more of the Plan’s net assets at December 31, 2012.

The Plan’s investments include realized gains and losses on investments sold and unrealized gains and losses on investments held. The Plan’s investments appreciated during the year ended December 31, 2013 as follows (in thousands):

 

Common and commingled trust funds		$	79,281
Common stock			53,855
Short-term investment fund			124
Mutual fund			(4,515	)
Net appreciation in fair value of investments		$	128,745

 

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The Company has directed the Trustee to invest any excess cash balances in the Wells Fargo Short-Term Investment Fund, which is a diversified portfolio of short-term investment securities.

 

8.	Fair Value Measurements

The following tables present information about the Plan’s assets and liabilities measured and reported in the financial statements at fair value and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value. The three levels of the fair value hierarchy are as follows:

 

•

Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

 

•

Level 2—Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

 

•

Level 3—Valuations based on inputs that are unobservable, supported by little or no market activity, and that are significant to the fair value of the assets or liabilities.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Plan’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. The Plan’s assets measured and reported in the financial statements at fair value on a recurring basis include the following (in thousands):

 

 

 

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* Guaranteed investment contracts held in the prior year have been reclassified from Level 2 to Level 3.

There have been no changes in the valuation methodologies used to value the Plan’s assets at fair value at December 31, 2013 and 2012.

The following table presents a reconciliation of the beginning and ending balances of investments measured and reported using Level 3 inputs for the years ended December 31, 2013 and 2012:

 

		Level 3
		(In thousands)
Balance at December 31, 2011		$	16,950
Maturities			(15,004	)
Net appreciation in fair value			201
Balance at December 31, 2012		$	2,147
Purchases			12,000
Maturities			(2,147	)
Net appreciation in fair value			91
Balance at December 31, 2013		$	12,091

 

9.	Differences between Financial Statements and Form 5500

The following is a reconciliation of net assets available for benefits at December 31, 2013 and 2012 per the Plan financial statements to the Form 5500 (in thousands):

 

		2013				2012
Net assets available for benefits per the financial statements		$	943,734			$	801,826
Adjustments from contract value to fair value for fully benefit-responsive investment contracts			760				5,661
Benefits due to participants but unpaid at year-end			(161	)			(71	)
Loans classified as uncollectible per the Form 5500			(90	)			(88	)
Net assets available for benefits per the Form 5500		$	944,243			$	807,328

The following is a reconciliation of the net increase in the net assets available for benefits per the Plan financial statements to the Form 5500 (in thousands):

 

		2013
Net increase in net assets available for benefits per the financial statements		$	141,908
Adjustments from contract value to fair value for fully benefit-responsive investment contracts			(4,901	)
Benefits due to participants but unpaid at year-end			(90	)

 

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		2013
Deemed distributions of participant loans per the Form 5500			(2	)
Net increase in net assets available for benefits per the Form 5500		$	136,915

 

10.	Subsequent Events

In preparing these financial statements, the Plan evaluated the events and transactions that occurred between December 31, 2013 and the date these financial statements were issued.

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2013

 

(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		(d) Cost				(e) Current Value
		Common and Commingled Trust Funds:
*		BGI Equity Index Fund		2,277,000 shares			94,886,000				153,117,000
*		BGI Intermediate Government/Corp Fund		1,561,000 shares			34,125,000				38,108,000
*		BGI Lifepath Index 2015 Fund		371,000 shares			4,671,000				4,988,000
*		BGI Lifepath Index 2020 Fund		2,209,000 shares			28,172,000				34,857,000
*		BGI Lifepath Index 2030 Fund		2,776,000 shares			34,679,000				44,343,000
*		BGI Lifepath Index 2040 Fund		2,890,000 shares			36,827,000				46,760,000
*		BGI Lifepath Index Retirement		1,300,000 shares			17,757,000				20,420,000
*		Northern Trust EAFE (Index) Fund		4,459,000 shares			56,744,000				61,628,000
*		Northern Trust Wilshire 4500		131,000 shares			43,813,000				63,582,000
*		Pyramis Select International Fund		79,000 shares			10,286,000				12,776,000
		Total									480,579,000
		Common Stocks:
		Acco Brands Corp		128,000 shares			875,000				861,000
		Ace Limited		29,000 shares			2,031,000				3,033,000
		Actuant Corp-Cl A		18,000 shares			521,000				642,000
		Advance Auto Parts Inc		11,000 shares			947,000				1,187,000
		Air Lease Corp		33,000 shares			1,035,000				1,026,000
		Alaska Air Group Inc		11,000 shares			523,000				792,000
		Allergan Inc		11,000 shares			1,034,000				1,177,000
		Altra Holdings Inc		8,000 shares			239,000				276,000
		American Eagle Outfitters		25,000 shares			420,000				364,000
		American Equity Investment Life		51,000 shares			859,000				1,348,000
		Arch Capital Group Ltd		12,000 shares			406,000				702,000
		Athlon Energy Inc		17,000 shares			429,000				501,000
		B/E Aerospace, Inc.		9,000 shares			330,000				744,000
		Bally Technologies Inc		10,000 shares			442,000				799,000
		Bank Of America Corp		204,000 shares			2,882,000				3,168,000
		Baxter Intl Inc		43,000 shares			2,545,000				2,994,000
		BCE Inc		46,000 shares			1,317,000				1,976,000
		Blackhawk Network Holdings I		34,000 shares			832,000				847,000
		Boeing Co		17,000 shares			1,870,000				2,307,000
		Brookdale Senior Living Inc		25,000 shares			642,000				675,000
		Cameron International Corp		21,000 shares			1,245,000				1,253,000
		Capital One Financial Corp		43,000 shares			1,986,000				3,267,000
		Carefusion Corp		31,000 shares			836,000				1,232,000
		Carpenter Technology Corp		8,000 shares			373,000				477,000
		Chicos FAS Inc		22,000 shares			380,000				423,000
		Cisco Systems Inc		97,000 shares			1,671,000				2,174,000
		Citigroup Inc.		59,000 shares			1,912,000				3,090,000
		Clean Harbors Inc		14,000 shares			832,000				830,000
		Coca Cola Co		47,000 shares			1,766,000				1,956,000
		Covidien Plc		27,000 shares			1,067,000				1,825,000
		CVS/Caremark Corporation		31,000 shares			1,725,000				2,251,000

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2013

 

(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		(d) Cost				(e) Current Value
		Diamond Resorts International		44,000 shares			643,000				820,000
		Dollar General Corp		34,000 shares			1,694,000				2,066,000
		Dresser-Rand Group Inc		11,000 shares			637,000				657,000
		East West Bancorp Inc		29,000 shares			609,000				1,002,000
		Echo Global Logistics, Inc		34,000 shares			506,000				736,000
		Elizabeth Arden Inc		19,000 shares			704,000				662,000
		Emcor Group Inc		11,000 shares			472,000				480,000
		Encana Corp		64,000 shares			1,322,000				1,152,000
		Exelon Corporation		71,000 shares			2,464,000				1,931,000
		Extra Space Storage Inc		28,000 shares			914,000				1,184,000
		Exxon Mobil Corporation		50,000 shares			4,209,000				5,090,000
		FLIR Systems Inc		34,000 shares			869,000				1,018,000
		Ford Motor Company		177,000 shares			2,424,000				2,723,000
		Fox Factory Holding Corp		30,000 shares			522,000				529,000
		Francesca’s Holdings Corp		44,000 shares			845,000				811,000
		Frank’s International Nv		32,000 shares			793,000				877,000
		General Electric Co		185,000 shares			3,542,000				5,186,000
		Haemonetics Corp Mass		16,000 shares			521,000				657,000
		Halliburton Co		54,000 shares			2,060,000				2,735,000
		Hasbro Inc		17,000 shares			663,000				935,000
		HCC Insurance Holdings Inc		15,000 shares			692,000				707,000
		Honeywell International I		29,000 shares			1,179,000				2,673,000
		Hyatt Hotels Corp		22,000 shares			945,000				1,077,000
		Iconix Brand Group Inc		20,000 shares			377,000				779,000
		Informatica Corp		12,000 shares			364,000				514,000
		Interdigital Inc		18,000 shares			599,000				536,000
		Intrexon Corp		19,000 shares			352,000				458,000
		J2 Global Inc		18,000 shares			568,000				887,000
		Johnson & Johnson		20,000 shares			1,360,000				1,809,000
		Johnson Controls Inc		54,000 shares			1,408,000				2,780,000
		Jones Lang Lasalle Inc		11,000 shares			966,000				1,117,000
		JPMorgan Chase & Co		46,000 shares			1,904,000				2,667,000
		Kapstone Paper And Packaging		9,000 shares			325,000				483,000
		Kennametal Inc		15,000 shares			564,000				765,000
		Key Energy Services Inc		114,000 shares			881,000				902,000
		Kilroy Realty Corp		22,000 shares			981,000				1,098,000
		Lifelock Inc		48,000 shares			696,000				786,000
		Littelfuse Inc		7,000 shares			399,000				651,000
		Louisiana Pacific Corp		36,000 shares			620,000				670,000
		Magellan Health Services		11,000 shares			613,000				673,000
		Marathon Oil Corp		71,000 shares			2,248,000				2,496,000
		Mastec Inc		30,000 shares			633,000				988,000
*		Mattel Inc		1,002,000 shares			21,114,000				47,688,000
		Matthews Intl Corp		23,000 shares			750,000				974,000
		McDonalds Corp		16,000 shares			1,534,000				1,586,000
		McKesson Corp		5,000 shares			435,000				795,000

 

12

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Table of Contents

MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2013

 

(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		(d) Cost				(e) Current Value
		Modine Mfg Co		38,000 shares			417,000				484,000
		Molson Coors Brewing Co		21,000 shares			1,082,000				1,189,000
		Monsanto Co		24,000 shares			1,762,000				2,774,000
		Mosaic Co		22,000 shares			1,286,000				1,047,000
		Netapp Inc		31,000 shares			1,289,000				1,282,000
		Netscout Systems Inc		38,000 shares			782,000				1,127,000
		Norcraft Cos Inc		32,000 shares			520,000				637,000
		Novartis Ag—ADR		19,000 shares			1,108,000				1,551,000
		On Semiconductor Corp		88,000 shares			667,000				722,000
		Oracle Corporation		71,000 shares			2,493,000				2,709,000
		Owens III Inc		31,000 shares			784,000				1,112,000
		Owens III Inc		21,000 shares			535,000				757,000
		Pacwest Bancorp		33,000 shares			749,000				1,408,000
		Pattern Energy Group Inc		31,000 shares			716,000				926,000
		Pfizer Inc		149,000 shares			2,674,000				4,562,000
		PNC Financial Services Group		38,000 shares			2,603,000				2,956,000
		Quanta Svcs Inc Com		27,000 shares			600,000				850,000
		Quintiles Transnational Holdings		21,000 shares			918,000				981,000
		Red Hat Inc		17,000 shares			769,000				940,000
		Reinsurance Group of America		15,000 shares			989,000				1,128,000
		Rock-Tenn Co Cl A		6,000 shares			580,000				603,000
		Rockwood Holdings Inc		11,000 shares			461,000				777,000
		Schweitzer-Mauduit Intl		8,000 shares			273,000				414,000
		Signature Bank		7,000 shares			461,000				743,000
		Sirona Dental Systems Inc		7,000 shares			476,000				484,000
		Solazyme Inc		70,000 shares			632,000				758,000
		Southwestern Energy Co		41,000 shares			1,437,000				1,614,000
		Springleaf Holdings Inc		35,000 shares			675,000				893,000
		SS&C Technologies Holding		16,000 shares			422,000				724,000
		Symantec Corp		61,000 shares			1,370,000				1,436,000
		Synaptics Inc		17,000 shares			807,000				892,000
		Taminco Corp		44,000 shares			894,000				897,000
		Taylor Morrison Home Corp		33,000 shares			778,000				744,000
		Teco Energy Inc		61,000 shares			1,036,000				1,051,000
		Tenneco Inc		14,000 shares			500,000				777,000
		Texas Instruments Inc		69,000 shares			1,941,000				3,032,000
		Tibco Software Inc		31,000 shares			694,000				690,000
		Time Warner Inc		45,000 shares			1,547,000				3,167,000
		Toro Co		14,000 shares			644,000				868,000
		Trimas Corp		22,000 shares			490,000				866,000
		Unitedhealth Group Inc		37,000 shares			1,956,000				2,790,000
		US Silica Holdings Inc		24,000 shares			565,000				816,000
		Viacom Inc		36,000 shares			1,448,000				3,162,000
		Vodafone Group Plc		113,000 shares			2,989,000				4,454,000
		Waddell & Reed Financial		15,000 shares			569,000				962,000
		Web.Com Group Inc		28,000 shares			501,000				904,000

 

13

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Table of Contents

MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2013

 

(a)

(b) Identity of Issuer, Borrower, Lessor or Similar Party

(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value

(d) Cost

(e) Current Value

Wintrust Financial Corp

17,000 shares

666,000

792,000

Woodward Inc.

8,000 shares

325,000

368,000

Xilinx Inc

22,000 shares

738,000

1,010,000

Total

217,837,000

Traditional Guaranteed Investment Contracts:

Met Life GAC #32900X

0.81%, due 3/18/2015

4,015,000

4,040,000

New York Life #GA34397XX

1.00%, due 5/9/2016

4,003,000

4,012,000

Prudential #G63205211

0.83%, due 7/15/2015

4,015,000

4,039,000

Total

12,091,000

Synthetic Guaranteed Investment Contracts:

AIG Wrap-Multi Asset (Contract #399892A)

AEP Texas Central Transition Funding II

0.88%, due 12/1/2018

52,000

AEP Texas Central Transition Funding II

5.17%, due 1/1/2018

11,000

Ally Auto Receivables Trust 2012-SN1

0.57%, due 8/20/2015

75,000

American Express Credit Account Master

0.68%, due 3/15/2018

16,000

American Express Credit Corp

2.38%, due 3/24/2017

26,000

American Express Credit Corp

1.75%, due 6/12/2015

31,000

American Express Credit Corp

1.30%, due 7/29/2016

20,000

American Honda Finance Corp

1.13%, due 10/7/2016

5,000

American Honda Finance Corp

2.13%, due 10/10/2018

5,000

Bank Of Montreal

1.30%, due 7/15/2016

10,000

Bank Of New York Mellon Corp

1.97%, due 6/20/2017

76,000

Berkshire Hathaway Finance Corp

0.95%, due 8/15/2016

5,000

Berkshire Hathaway Inc

1.55%, due 2/9/2018

50,000

*

Blackrock Inc

6.25%, due 9/15/2017

71,000

Bottling Group LLC

5.50%, due 4/1/2016

11,000

BP Capital Markets PLC

1.38%, due 11/6/2017

79,000

BP Capital Markets PLC

2.24%, due 9/26/2018

10,000

Canadian Imperial Bank Of Commerce

1.35%, due 7/18/2016

25,000

Capital One Multi-Asset Execution Trust

5.05%, due 12/17/2018

28,000

Cash

104,000

Caterpillar Financial Services Corp

1.25%, due 11/6/2017

79,000

Caterpillar Financial Services Corp

1.00%, due 11/25/2016

10,000

Centerpoint Energy Restoration Bond Co

3.46%, due 8/15/2019

17,000

Centerpoint Energy Transition Bond Co I

5.17%, due 8/1/2019

11,000

Charles Schwab Corp

0.85%, due 12/4/2015

75,000

Chrysler Capital Auto Receivables Trust

0.91%, due 4/16/2018

10,000

Cisco Systems Inc

5.50%, due 2/22/2016

39,000

CIT Equipment Collateral

1.13%, due 7/20/2020

35,000

Citibank Credit Card Issuance Trust

5.10%, due 11/20/2017

16,000

Citibank Credit Card Issuance Trust

5.65%, due 9/20/2019

30,000

Citibank Omni Master Trust

4.90%, due 11/15/2018

5,000

Citigroup Commercial Mortgage Trust

1.10%, due 11/10/2046

32,000

CNH Equipment Trust 2011-C

1.19%, due 12/15/2016

41,000

 

14

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Table of Contents

MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2013

 

(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		(d) Cost		(e) Current Value
		Comm 2012-CCRE2 Mortgage Trust		0.82%, due 8/15/2045					46,000
		Comm 2013-CCRE12 Mortgage Trust		1.30%, due 10/10/2046					74,000
		ConocoPhillips		5.20%, due 5/15/2018					79,000
		Discover Card Execution Note Trust		0.81%, due 8/15/2017					73,000
		Entergy Gulf States Reconstruction Fund		5.79%, due 10/1/2018					89,000
		Fifth Third Auto Trust 2013-A		0.61%, due 9/15/2017					34,000
		Ford Credit Auto Owner Trust 2013-B		0.38%, due 2/15/2016					57,000
		Freddie Mac Gold Pool		5.00%, due 2/1/2023					242,000
		GE Equipment Transportation LLC Series		0.62%, due 7/25/2016					25,000
		GE Equipment Transportation LLC Series		0.81%, due 9/24/2020					40,000
		GE Equipment Transportation LLC Series		0.92%, due 9/25/2017					25,000
		General Electric Capital Corp		2.30%, due 4/27/2017					93,000
		General Electric Co		0.85%, due 10/9/2015					75,000
		GS Mortgage Securities Corp II		0.70%, due 2/10/2046					63,000
		GS Mortgage Securities Corp II		1.26%, due 11/10/2046					58,000
		Honda Auto Receivables 2013-3 Owner Trust		0.77%, due 5/15/2017					40,000
		Hyundai Auto Lease Securitization Trust		0.98%, due 10/17/2016					75,000
		Hyundai Auto Receivables Trust 2013-A		0.56%, due 7/17/2017					60,000
		John Deere Capital Corp		1.95%, due 12/13/2018					10,000
		JPMBB Commercial Mortgage Securities Trust		1.23%, due 11/15/2045					24,000
		JPMorgan Chase & Co		3.15%, due 7/5/2016					53,000
		JPMorgan Chase & Co		1.63%, due 5/15/2018					49,000
		JPMorgan Chase Bank NA		6.00%, due 7/5/2017					7,000
		M&T Bank Auto Receivables Trust 2013-1		1.06%, due 11/15/2017					25,000
		Morgan Stanley Bank Of America Merrill		0.78%, due 12/15/2048					73,000
		Morgan Stanley Bank Of America Merrill		0.83%, due 5/15/2046					45,000
		Morgan Stanley Bank Of America Merrill		1.31%, due 8/15/2046					72,000
		Nissan Auto Lease Trust		0.74%, due 9/17/2018					10,000
		Oracle Corp		5.25%, due 1/15/2016					84,000
		Paccar Financial Corp		0.75%, due 5/16/2016					80,000
		Pepsico Inc		2.50%, due 5/10/2016					26,000
		Procter & Gamble Co		1.60%, due 11/15/2018					30,000
		Royal Bank Of Canada		2.30%, due 7/20/2016					37,000
		Royal Bank Of Canada		1.45%, due 9/9/2016					51,000
		Shell International Finance BV		2.00%, due 11/15/2018					40,000
		Simon Property Group LP		2.15%, due 9/15/2017					15,000
		State Street Corp		2.88%, due 3/7/2016					73,000
		Toronto-Dominion Bank		2.50%, due 7/14/2016					37,000
		Toyota Motor Credit Corp		2.80%, due 1/11/2016					48,000
		United States Treasury Note/Bond		1.25%, due 10/31/2015					1,731,000
		United States Treasury Note/Bond		0.63%, due 7/15/2014					80,000
		United States Treasury Note/Bond		1.38%, due 9/30/2018					164,000
		United States Treasury Note/Bond		0.75%, due 6/30/2017					965,000
		United States Treasury Note/Bond		0.25%, due 5/15/2016					716,000
		United States Treasury Note/Bond		1.00%, due 5/31/2018					269,000
		United States Treasury Note/Bond		0.88%, due 9/15/2016					141,000

 

15

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MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2013

 

(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		(d) Cost		(e) Current Value
		US Bancorp		1.65%, due 5/15/2017					80,000
		Volvo Financial Equipment LLC Series 20		0.74%, due 3/15/2017					75,000
*		Wells Fargo & Co		1.50%, due 7/1/2015					41,000
*		Wells Fargo & Co		1.50%, due 1/16/2018					40,000
*		Wells Fargo & Co		2.15%, due 1/15/2019					5,000
		Westpac Banking Corp		2.25%, due 7/30/2018					35,000
		WFRBS Commercial Mortgage Trust 2013-C1		1.15%, due 12/15/2046					30,000
		WFRBS Commercial Mortgage Trust 2013-C1		2.92%, due 12/15/2046					10,000
		World Omni Automobile Lease Securitization Trust		0.73%, due 5/16/2016					15,000
		Wrap Contract							—
		Total							7,644,000
		Bank of America Wrap-Multi Asset (Contract #02-069)
		Citibank Credit Card Issuance Trust		4.90%, due 12/12/2016					2,610,000
		Fannie Mae Pool		5.00%, due 3/1/2023					262,000
		Fannie Mae Remics		4.50%, due 10/25/2025					545,000
		Fannie Mae Remics		4.50%, due 6/25/2024					18,000
		Freddie Mac Remics		4.50%, due 7/15/2025					275,000
		Freddie Mac Remics		4.00%, due 5/15/2019					254,000
		LB-UBS Commercial Mortgage Trust		5.17%, due 11/15/2030					235,000
		Wrap contract							—
		Total							4,199,000
		Met Life (Contract #GAC32606)
		MetLife MAT Separate Account		1.34%, no due date					29,092,000
		Wrap contract							—
		Total							29,092,000
		Monumental Life Wrap-Multi Asset (Contract #MDA00450TR)
		ABB Finance USA Inc		1.63%, due 5/8/2017					45,000
		AEP Texas Central Transition Funding II		6.25%, due 1/15/2017					267,000
		Alabama Power Co		5.20%, due 1/15/2016					665,000
		Allergan Inc/United States		1.35%, due 3/15/2018					29,000
		Ally Auto Receivables Trust 2011-2		1.98%, due 4/15/2016					326,000
		American Express Credit Corp		2.38%, due 3/24/2017					440,000
		American Express Credit Corp		1.75%, due 6/12/2015					127,000
		American Express Credit Corp		1.30%, due 7/29/2016					41,000
		American Honda Finance Corp		1.13%, due 10/7/2016					20,000
		American Honda Finance Corp		2.13%, due 10/10/2018					50,000
		AT&T Inc		1.40%, due 12/1/2017					568,000
		BA Credit Card Trust		5.17%, due 6/15/2019					673,000
		Banc Of America Commercial Mortgage Trust		5.38%, due 9/10/2047					107,000
		Banc Of America Merrill Lynch Commercial		5.12%, due 10/10/2045					149,000
		Banc Of America Merrill Lynch Commercial		5.18%, due 9/10/2047					107,000
		Banc Of America Merrill Lynch Commercial		4.67%, due 7/10/2043					221,000
		Bank Of Montreal		1.45%, due 4/9/2018					181,000

 

16

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Table of Contents

MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2013

 

(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		(d) Cost		(e) Current Value
		Bank Of New York Mellon Corp		1.97%, due 6/20/2017					15,000
		Bank Of New York Mellon Corp		1.30%, due 1/25/2018					392,000
		Bank Of New York Mellon Corp		0.70%, due 3/4/2016					179,000
		Bank Of Nova Scotia		1.38%, due 12/18/2017					69,000
		Bank Of Nova Scotia		1.45%, due 4/25/2018					68,000
		Baxter International Inc		0.95%, due 6/1/2016					40,000
		Baxter International Inc		1.85%, due 6/15/2018					44,000
		Berkshire Hathaway Finance Corp		1.30%, due 5/15/2018					39,000
		Berkshire Hathaway Inc		0.80%, due 2/11/2016					75,000
		Berkshire Hathaway Inc		1.55%, due 2/9/2018					55,000
		BHP Billiton Finance USA Ltd		1.00%, due 2/24/2015					71,000
*		Blackrock Inc		1.38%, due 6/1/2015					258,000
		BNP Paribas Sa		3.25%, due 3/11/2015					676,000
		BP Capital Markets Plc		1.38%, due 11/6/2017					113,000
		BP Capital Markets Plc		2.24%, due 9/26/2018					61,000
		Canadian Imperial Bank Of Commerce		1.55%, due 1/23/2018					69,000
		Canadian Imperial Bank Of Commerce		1.35%, due 7/18/2016					51,000
		Carmax Auto Owner Trust 2013-1		0.60%, due 10/16/2017					135,000
		Cash							1,115,000
		Caterpillar Financial Services Corp		1.05%, due 3/26/2015					202,000
		Caterpillar Financial Services Corp		1.63%, due 6/1/2017					81,000
		Caterpillar Financial Services Corp		1.00%, due 11/25/2016					70,000
		Cd 2005-Cd1 Commercial Mortgage Trust		5.22%, due 7/15/2044					224,000
		Centerpoint Energy Transition Bond Co I		5.17%, due 8/1/2019					55,000
		Centerpoint Energy Transition Bond Co I		0.90%, due 4/15/2018					99,000
		Centerpoint Energy Transition Bond Co I		2.16%, due 10/15/2021					140,000
		CFCRE Commercial Mortgage Trust 2011-C2		3.06%, due 12/15/2047					145,000
		Charles Schwab Corp		0.85%, due 12/4/2015					151,000
		Chase Issuance Trust		5.16%, due 4/16/2018					153,000
		Chase Issuance Trust		0.79%, due 6/15/2017					537,000
		Chevron Corp		1.10%, due 12/5/2017					489,000
		Chrysler Capital Auto Receivables Trust		0.91%, due 4/16/2018					30,000
		Cisco Systems Inc		5.50%, due 2/22/2016					291,000
		Citibank Credit Card Issuance Trust		5.30%, due 3/15/2018					156,000
		Citibank Credit Card Issuance Trust		5.65%, due 9/20/2019					720,000
		Citibank Omni Master Trust		4.90%, due 11/15/2018					142,000
		Citigroup Commercial Mortgage Trust 201		0.75%, due 4/10/2046					70,000
		Citigroup Commercial Mortgage Trust 201		1.38%, due 9/10/2046					82,000
		Coca-Cola Co		1.65%, due 11/1/2018					257,000
		Comm 2012-Ccre2 Mortgage Trust		0.82%, due 8/15/2045					61,000
		Comm 2013-Ccre12 Mortgage Trust		1.30%, due 10/10/2046					188,000
		Comm 2013-Lc13 Mortgage Trust		1.31%, due 8/10/2046					77,000
		ConocoPhillips Co		1.05%, due 12/15/2017					185,000
		Costco Wholesale Corp		1.13%, due 12/15/2017					285,000
		Credit Suisse USA Inc		5.13%, due 8/15/2015					655,000
		Discover Card Execution Note Trust		0.81%, due 8/15/2017					251,000

 

17

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MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2013

 

(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		(d) Cost		(e) Current Value
		Discover Card Execution Note Trust		0.86%, due 11/15/2017					201,000
		Duke Energy Florida Inc		0.65%, due 11/15/2015					100,000
		Entergy Louisiana Investment Recovery Funding		2.04%, due 9/1/2023					116,000
		Fannie Mae Pool		3.50%, due 12/1/2025					369,000
		Fannie Mae Pool		3.50%, due 1/1/2026					595,000
		Fannie Mae Pool		4.00%, due 2/1/2026					187,000
		Fannie Mae Pool		3.50%, due 2/1/2026					418,000
		Fannie Mae Pool		3.00%, due 10/1/2026					123,000
		Fannie Mae Pool		3.50%, due 10/1/2026					435,000
		Fannie Mae Pool		3.00%, due 1/1/2027					496,000
		Fannie Mae Pool		2.50%, due 3/1/2028					760,000
		Fannie Mae Pool		3.00%, due 7/1/2027					267,000
		Fannie Mae Pool		2.50%, due 10/1/2027					241,000
		Fannie Mae Pool		2.50%, due 1/1/2028					275,000
		Fannie Mae Pool		2.50%, due 11/1/2027					466,000
		Fannie Mae Pool		2.50%, due 4/1/2028					517,000
		Fannie Mae Pool		4.50%, due 3/1/2023					340,000
		Fannie Mae Pool		3.50%, due 1/1/2026					313,000
		Fannie Mae Pool		4.00%, due 3/1/2026					218,000
		Fannie Mae Pool		2.50%, due 6/1/2027					253,000
		Fannie Mae Pool		2.50%, due 3/1/2027					97,000
		Fannie Mae Pool		2.50%, due 3/1/2028					183,000
		Fannie Mae Pool		2.50%, due 5/1/2028					769,000
		Fannie Mae Pool		3.50%, due 1/1/2026					346,000
		Fannie Mae Pool		5.50%, due 1/1/2024					196,000
		Fannie Mae Remics		4.00%, due 9/25/2041					64,000
		Fannie Mae Remics		2.75%, due 6/25/2020					1,000
		Fannie Mae Remics		2.50%, due 1/25/2022					1,000
		Fannie Mae Remics		3.00%, due 1/25/2021					207,000
		Fannie Mae-Aces		1.52%, due 12/25/2019					50,000
		Fannie Mae-Aces		1.54%, due 5/25/2022					26,000
		Fannie Mae-Aces		1.36%, due 5/25/2022					83,000
		Fannie Mae-Aces		1.23%, due 9/25/2022					296,000
		Federal Farm Credit Banks		0.50%, due 5/1/2015					552,000
		Federal Home Loan Banks		3.25%, due 9/12/2014					1,031,000
		Federal Home Loan Mortgage Corp		3.00%, due 7/28/2014					1,440,000
		Federal National Mortgage Association		0.88%, due 8/28/2017					693,000
		Federal National Mortgage Association		0.50%, due 3/30/2016					500,000
		Ford Credit Auto Owner Trust 2012-C		0.79%, due 11/15/2017					120,000
		Freddie Mac Gold Pool		5.00%, due 4/1/2022					61,000
		Freddie Mac Gold Pool		4.00%, due 6/1/2024					447,000
		Freddie Mac Gold Pool		4.00%, due 4/1/2026					272,000
		Freddie Mac Gold Pool		4.50%, due 9/1/2026					251,000
		Freddie Mac Gold Pool		2.50%, due 5/1/2027					232,000
		Freddie Mac Gold Pool		2.50%, due 5/1/2028					303,000
		Freddie Mac Gold Pool		4.00%, due 8/1/2024					368,000

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2013

 

(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		(d) Cost		(e) Current Value
		Freddie Mac Gold Pool		3.00%, due 4/1/2027					172,000
		Freddie Mac Gold Pool		3.50%, due 12/1/2025					243,000
		Freddie Mac Gold Pool		3.50%, due 4/1/2026					354,000
		Freddie Mac Gold Pool		4.00%, due 4/1/2021					107,000
		Freddie Mac Gold Pool		3.50%, due 8/1/2026					85,000
		Freddie Mac Gold Pool		3.00%, due 2/1/2027					472,000
		Freddie Mac Gold Pool		3.00%, due 3/1/2027					399,000
		Freddie Mac Gold Pool		2.50%, due 7/1/2027					210,000
		Freddie Mac Gold Pool		3.00%, due 10/1/2027					148,000
		Freddie Mac Gold Pool		3.00%, due 8/1/2027					331,000
		Freddie Mac Remics		2.00%, due 10/15/2023					263,000
		Freddie Mac Remics		3.50%, due 9/15/2020					1,000
		Freddie Mac Remics		4.50%, due 12/15/2021					1,000
		Freddie Mac Remics		2.50%, due 10/15/2025					249,000
		Freddie Mac Remics		4.00%, due 3/15/2033					285,000
		Freddie Mac Remics		4.00%, due 7/15/2023					69,000
		GE Equipment Midticket LLC Series 2011-1		1.42%, due 5/23/2016					101,000
		GE Equipment Midticket LLC Series 2013-1		0.95%, due 3/22/2017					45,000
		GE Equipment Transportation LLC Series		0.81%, due 9/24/2020					80,000
		GE Equipment Transportation LLC Series		0.92%, due 9/25/2017					95,000
		General Dynamics Corp		1.00%, due 11/15/2017					112,000
		General Electric Capital Corp		5.63%, due 5/1/2018					122,000
		General Electric Capital Corp		3.35%, due 10/17/2016					374,000
		General Electric Capital Corp		2.30%, due 4/27/2017					144,000
		General Electric Capital Corp		1.60%, due 11/20/2017					90,000
		General Electric Co		0.85%, due 10/9/2015					277,000
		Glaxosmithkline Capital PLC		0.75%, due 5/8/2015					45,000
		GS Mortgage Securities Trust 2011-GC5		3.00%, due 8/10/2044					209,000
		GS Mortgage Securities Trust 2012-GC6		2.54%, due 1/10/2045					93,000
		Hewlett-Packard Co		3.00%, due 9/15/2016					372,000
		Honda Auto Receivables 2012-1 Owner Trust		0.77%, due 1/15/2016					29,000
		Honda Auto Receivables 2012-1 Owner Trust		0.97%, due 4/16/2018					35,000
		Honda Auto Receivables 2012-3 Owner Trust		0.74%, due 10/15/2018					75,000
		Hyundai Auto Receivables Trust 2010-A		2.45%, due 12/15/2016					350,000
		International Business Machines Corp		5.70%, due 9/14/2017					64,000
		International Business Machines Corp		1.95%, due 7/22/2016					47,000
		International Business Machines Corp		1.25%, due 2/6/2017					200,000
		John Deere Capital Corp		2.00%, due 1/13/2017					139,000
		John Deere Capital Corp		1.20%, due 10/10/2017					78,000
		John Deere Owner Trust 2011		1.96%, due 4/16/2018					267,000
		John Deere Owner Trust 2012		0.75%, due 3/15/2016					77,000
		John Deere Owner Trust 2012		0.99%, due 6/15/2018					30,000
		JP Morgan Chase Commercial Mortgage Sec		5.20%, due 12/15/2044					241,000
		JP Morgan Chase Commercial Mortgage Sec		1.80%, due 10/15/2045					200,000
		JPMBB Commercial Mortgage Securities Trust		1.23%, due 11/15/2045					83,000
		JPMorgan Chase & Co		2.60%, due 1/15/2016					573,000

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2013

 

(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		(d) Cost		(e) Current Value
		JPMorgan Chase Bank NA		6.00%, due 7/5/2017					52,000
		LB-UBS Commercial Mortgage Trust 2005-C		4.74%, due 2/15/2030					216,000
		Lowe’s Cos Inc		2.13%, due 4/15/2016					412,000
		M&T Bank Auto Receivables Trust 2013-1		1.06%, due 11/15/2017					166,000
		Mercedes-Benz Auto Lease Trust 2013-A		0.72%, due 12/17/2018					30,000
		Mercedes-Benz Auto Receivables Trust		0.61%, due 12/17/2018					75,000
		Merck & Co Inc		1.30%, due 5/18/2018					146,000
		Merrill Lynch Mortgage Trust 2005-LC1		5.29%, due 1/12/2044					30,000
		Microsoft Corp		0.88%, due 11/15/2017					64,000
		Morgan Stanley Bank Of America Merrill		0.78%, due 12/15/2048					228,000
		Morgan Stanley Bank Of America Merrill		1.39%, due 7/15/2046					187,000
		Morgan Stanley Capital I Trust 2005-HG6		4.99%, due 8/13/2042					173,000
		Morgan Stanley Capital I Trust 2011-C3		3.22%, due 7/15/2049					70,000
		Nissan Auto Lease Trust		0.74%, due 9/17/2018					60,000
		Nissan Auto Receivables 2012-A Owner Trust		1.00%, due 7/16/2018					141,000
		Occidental Petroleum Corp		2.50%, due 2/1/2016					115,000
		Occidental Petroleum Corp		1.50%, due 2/15/2018					59,000
		Oncor Electric Delivery Transition Bond		5.42%, due 8/15/2017					77,000
		Oracle Corp		1.20%, due 10/15/2017					187,000
		Paccar Financial Corp		1.60%, due 3/15/2017					110,000
		Paccar Financial Corp		0.75%, due 5/16/2016					5,000
		Pepsico Inc		2.50%, due 5/10/2016					167,000
		Pfizer Inc		0.90%, due 1/15/2017					235,000
		Praxair Inc		1.05%, due 11/7/2017					39,000
		Procter & Gamble Co		1.60%, due 11/15/2018					133,000
		PSE&G Transition Funding LLC		6.89%, due 12/15/2017					163,000
		Royal Bank Of Canada		2.30%, due 7/20/2016					141,000
		Sanofi		1.25%, due 4/10/2018					59,000
		Shell International Finance Bv		1.13%, due 8/21/2017					149,000
		Shell International Finance Bv		2.00%, due 11/15/2018					135,000
		Simon Property Group Lp		2.15%, due 9/15/2017					117,000
		State Street Corp		2.88%, due 3/7/2016					756,000
		Toronto-Dominion Bank		1.40%, due 4/30/2018					210,000
		Toronto-Dominion Bank		1.50%, due 9/9/2016					56,000
		Toyota Auto Receivables 2012-A Owner Trust		0.99%, due 8/15/2017					45,000
		Toyota Auto Receivables 2012-B Owner Trust		0.61%, due 1/16/2018					200,000
		Toyota Motor Credit Corp		2.80%, due 1/11/2016					153,000
		Toyota Motor Credit Corp		1.38%, due 1/10/2018					143,000
		UBS-Barclays Commercial Mortgage Trust		1.01%, due 5/10/2063					96,000
		United Parcel Service Inc		1.13%, due 10/1/2017					44,000
		United States Treasury Note/Bond		1.50%, due 8/31/2018					540,000
		United States Treasury Note/Bond		1.38%, due 9/30/2018					1,249,000
		United States Treasury Note/Bond		1.00%, due 10/31/2016					1,140,000
		United States Treasury Note/Bond		0.88%, due 11/30/2016					1,922,000
		United States Treasury Note/Bond		1.25%, due 1/31/2019					167,000
		United States Treasury Note/Bond		0.75%, due 6/30/2017					1,098,000

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2013

 

(a)

(b) Identity of Issuer, Borrower, Lessor or Similar Party

(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value

(d) Cost

(e) Current Value

United States Treasury Note/Bond

0.25%, due 7/15/2015

5,000

United States Treasury Note/Bond

0.38%, due 11/15/2015

425,000

United States Treasury Note/Bond

0.63%, due 11/30/2017

176,000

United States Treasury Note/Bond

0.38%, due 3/15/2016

660,000

United Technologies Corp

1.80%, due 6/1/2017

81,000

US Bancorp

1.65%, due 5/15/2017

281,000

Volvo Financial Equipment LLC Series 20

0.74%, due 3/15/2017

425,000

Wachovia Bank Commercial Mortgage Trust

5.24%, due 10/15/2044

82,000

Walt Disney Co

0.45%, due 12/1/2015

130,000

*

Wells Fargo & Co

2.10%, due 5/8/2017

169,000

*

Wells Fargo & Co

1.50%, due 1/16/2018

410,000

*

Wells Fargo & Co

2.15%, due 1/15/2019

35,000

Westpac Banking Corp

0.95%, due 1/12/2016

151,000

Westpac Banking Corp

2.25%, due 7/30/2018

117,000

WFRBS Commercial Mortgage Trust 2012-C7

2.30%, due 6/15/2045

90,000

WFRBS Commercial Mortgage Trust 2013-C1

1.41%, due 9/15/2046

79,000

WFRBS Commercial Mortgage Trust 2013-C1

2.92%, due 12/15/2046

56,000

World Omni Auto Receivables Trust 2012-

0.85%, due 8/15/2018

80,000

World Omni Auto Receivables Trust 2012-

0.43%, due 11/16/2015

48,000

World Omni Automobile Lease Securitization

0.73%, due 5/16/2016

95,000

Wrap contract

—

Total

52,007,000

Principal Life Insurance Wrap (Contract #GA8-9578)

*

Morley Stable Income Bond Fund

1.01%, no due date

29,350,000

Wrap contract

—

Total

29,350,000

Prudential Insurance Wrap (Contract #GA-62237)

Prudential Trust Co Collective Trust

1.91%, no due date

51,687,000

Wrap contract

—

Total

51,687,000

Rabobank Wrap-Multi Asset (Contract #MAT060201)

JPMorgan Chase Commercial Mortgage

4.93%, due 9/12/2037

383,000

Freddie Mac

5.50%, due 5/1/2022

151,000

Fannie Mae

3.00%, due 6/25/2018

93,000

Total

627,000

Mutual Fund:

*

PIMCO Long-Term U.S. Government Institutional Fund

2,490,000 shares

28,223,000

22,911,000

Interest Bearing Cash:

*

Wells Fargo Short-Term Investment Fund

Investment Fund S; 25,454,000 units

25,454,000

25,454,000

*

Wells Fargo Short-Term Investment Fund

Investment Fund N; 268,000 units

268,000

268,000

Total

25,722,000

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2013

 

(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		(d) Cost		(e) Current Value
		Total Investments at Fair Value						$	933,746,000
		Notes Receivable from Participants:
				Interest rates: 4.25%-10.50%
*		Notes Receivable from Participants		Maturity dates: 1/2/2014–12/23/2028				$	9,157,000

 

*	Party-in-interest

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

				Mattel, Inc. Personal Investment Plan
Date: June 24, 2014				By:		/s/ Mandana Sadigh
						Mandana Sadigh Senior Vice President and Treasurer Mattel, Inc.

 

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