Share-Based Payments

Mattel Stock Option Plans

In May 2015, Mattel’s stockholders approved the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the “Amended 2010 Plan”). The 2010 Equity and Long-Term Compensation Plan was approved by Mattel's stockholders in May 2010 (the "2010 Plan"). Upon approval of the 2010 Plan, Mattel terminated its 2005 Equity Compensation Plan (the “2005 Plan”), except with respect to grants then outstanding under the 2005 Plan. All restricted stock unit (“RSU”) awards made under the 2005 Plan have vested as of December 31, 2015. Outstanding stock option grants under the 2005 Plan that have not expired or have not been terminated continue to be exercisable under the terms of their respective grant agreements. The terms of the Amended 2010 Plan are substantially similar to the terms of the 2010 Plan and the 2005 Plan.

Under the Amended 2010 Plan, Mattel has the ability to grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, RSUs, dividend equivalent rights, performance awards, and shares of common stock to officers, employees, and other persons providing services to Mattel. Generally, options vest and become exercisable contingent upon the grantees’ continued employment or service with Mattel. Nonqualified stock options are granted at not less than 100% of the fair market value of Mattel’s common stock on the date of grant, expire no later than 10 years from the date of grant, and vest on a schedule determined by the Compensation Committee of the Board of Directors, generally during a period of 3 years from the date of grant. In the event of a retirement of an employee aged 55 years or older with 5 or more years of service, or the death or disability of an employee, that occurs in each case at least 6 months after the grant date, nonqualified stock options become fully vested. Similar provisions exist for non-employee directors. Time-vesting RSUs granted under the Amended 2010 Plan generally vest over a period of 3 years from the date of grant. In the event of the involuntary termination of an employee aged 55 years or older with 5 or more years of service, or the death or disability of an employee, that occurs at least 6 months after the grant date, RSUs become fully vested. The Amended 2010 Plan also contains provisions regarding grants of equity compensation to the non-employee members of the Board of Directors. The Amended 2010 Plan expires on March 26, 2025, except as to any grants then outstanding.

The number of shares of common stock available for grant under the Amended 2010 Plan is subject to an aggregate limit of the sum of (i) 77 million shares, (ii) the number of shares that remained available for issuance under the 2005 Plan on May 12, 2010, and (iii) any shares subject to awards outstanding under the 2005 Plan that on or after May 12, 2010 are forfeited or otherwise terminate or expire without the issuance of shares to the holder of the award. The Amended 2010 Plan is further subject to detailed share-counting rules. As a result of such share-counting rules, full-value grants such as grants of restricted stock or RSUs count against shares remaining available for grant at a higher rate than grants of stock options and stock appreciation rights. Each stock option or stock appreciation right grant is treated as using one available share for each share actually subject to such grant, whereas each restricted stock or RSU grant is treated as using three available shares for each share actually subject to such full-value grant. At December 31, 2016, there were approximately 26 million shares of common stock available for grant remaining under the 2010 Plan.

As of December 31, 2016, total unrecognized compensation cost related to unvested share-based payments totaled $85.1 million and is expected to be recognized over a weighted-average period of 2.0 years.

Stock Options

Mattel recognized compensation expense of $10.5 million, $15.2 million, and $12.5 million for stock options during 2016, 2015, and 2014, respectively, which is included within other selling and administrative expenses in the consolidated statements of operations. Income tax benefits related to stock option activity during 2016, 2015, and 2014 totaled $6.8 million, $5.5 million, and $3.5 million, respectively. The 2016 income tax benefit related to stock options includes $3.5 million recognized as a result of the adoption of ASU 2016-09.

The fair value of options granted has been estimated using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding and has been determined based on historical exercise experience. Expected stock price volatility is based on the historical volatility of Mattel’s stock for a period approximating the expected life, the expected dividend yield is based on Mattel’s most recent actual annual dividend payout, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. The weighted average grant date fair value of options granted during 2016, 2015, and 2014 was $4.09, $1.97, and $4.57, respectively.

The following weighted average assumptions were used in determining the fair value of options granted:



	2016		2015		2014
Expected life (in years)	5.0		4.9		4.9
Risk-free interest rate	1.1	%	1.5	%	1.6	%
Volatility factor	25.3	%	23.1	%	23.7	%
Dividend yield	4.7	%	6.5	%	4.3	%

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



	2016				2015				2014
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
	(In thousands, except weighted average exercise price)
Outstanding at January 1	17,900		$	27.39	10,523		$	30.77	9,218		$	27.48
Granted	3,498		32.67		9,112		23.37		3,373		35.33
Exercised	(1,539	)	22.13		(764	)	19.63		(1,891	)	22.35
Forfeited	(388	)	26.77		(717	)	31.34		(166	)	36.85
Canceled	(155	)	36.87		(254	)	35.07		(11	)	25.28
Outstanding at December 31	19,316		$	28.71	17,900		$	27.39	10,523		$	30.77
Exercisable at December 31	9,851		$	29.83	7,498		$	30.09	5,810		$	26.07

The intrinsic value of a stock option is the amount by which the current market value of the underlying stock exceeds the exercise price of an option. The total intrinsic value of options exercised during 2016, 2015, and 2014 was $15.8 million, $4.9 million, and $24.1 million, respectively. At December 31, 2016, options outstanding had an intrinsic value of $44.8 million, with a weighted average remaining life of 7.5 years. At December 31, 2016, options exercisable had an intrinsic value of $22.2 million, with a weighted average remaining life of 6.3 years. At December 31, 2016, stock options vested or expected to vest totaled 18.9 million shares, with a total intrinsic value of $44.2 million, weighted average exercise price of $28.68, and weighted average remaining life of 7.5 years. During 2016, approximately 4 million stock options vested. The total grant date fair value of stock options vested during 2016, 2015, and 2014 was approximately $13 million, $12 million, and $12 million, respectively.

Mattel uses treasury shares purchased under its share repurchase program to satisfy stock option exercises. Cash received from stock options exercised during 2016, 2015, and 2014 was $34.1 million, $15.0 million, and $43.3 million, respectively.

Restricted Stock Units

RSUs are valued at the market value on the date of grant, adjusted by the present value of the expected dividends for RSUs that are not entitled to a dividend during the vest period. The expense for RSUs is evenly attributed to the periods in which the restrictions lapse, which is generally 3 years from the date of grant.

Compensation expense recognized related to grants of RSUs, excluding Performance RSUs, was $40.2 million, $41.5 million, and $39.5 million in 2016, 2015, and 2014, respectively, and is included within other selling and administrative expenses in the consolidated statements of operations. Income tax benefits related to RSU activity during 2016, 2015, and 2014 totaled $11.5 million, $11.0 million, and $10.6 million, respectively. The 2016 income tax benefit related to RSUs includes $0.8 million recognized as a result of the adoption of ASU 2016-09.

The following is a summary of RSU information and weighted average grant date fair values for Mattel’s RSUs, excluding Performance RSUs:



	2016				2015				2014
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
	(In thousands, except weighted average grant date fair value)
Unvested at January 1	3,738		$	28.98	3,173		$	37.10	3,036		$	34.94
Granted	1,608		29.68		2,332		23.54		1,786		34.83
Vested	(1,756	)	30.25		(1,159	)	37.29		(1,426	)	29.77
Forfeited	(347	)	27.04		(608	)	34.67		(223	)	36.27
Unvested at December 31	3,244		$	28.85	3,738		$	28.98	3,173		$	37.10

At December 31, 2016, RSUs expected to vest totaled 3.1 million shares, with a weighted average grant date fair value of $27.07. The total grant date fair value of RSUs vested during 2016, 2015, and 2014 was $53.1 million, $43.2 million, and $42.5 million, respectively.

In addition to the expense and share amounts described above, Mattel recognized compensation expense of $3.2 million during 2016 for Performance RSUs granted in connection with its January 1, 2016—December 31, 2018 LTIP performance cycle, more fully described in “Note 4 to the Consolidated Financial Statements—Employee Benefit Plans.” Income tax benefits related to Performance RSU compensation expense recognized in the consolidated statements of operations during 2016 totaled $1.2 million. No compensation expense and no related income tax benefit was recognized for Performance RSUs granted in connection with its January 1, 2014—December 31, 2016 LTIP performance cycle, also more fully described in "Note 4 to the Consolidated Financial Statements—Employee Benefit Plans," for the years ended 2016, 2015, and 2014 as actual results did not meet minimum performance thresholds.