SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 ------------- OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-05647 ---------------------------------- MATTEL, INC. ------------ (Exact name of registrant as specified in its charter) Delaware 95-1567322 - ------------------------------------------------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 333 Continental Boulevard, El Segundo, California 90245-5012 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (310) 252-2000 -------------- (Former name, former address and former fiscal year, None if changed since last report) -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Number of shares outstanding of registrant's common stock as of August 8, 1996: Common Stock - $1 par value -- 273,281,541 shares
<TABLE> PART I -- FINANCIAL INFORMATION ------------------------------- MATTEL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS <CAPTION> June 30, June 30, Dec. 31, (In thousands) 1996 1995 1995 - -------------- ----------- ----------- ----------- ASSETS <S> <C> <C> <C> Current Assets Cash $ 44,727 $ 73,082 $ 466,082 Marketable securities - 14,624 17,375 Accounts receivable, net 962,690 920,522 679,283 Inventories 490,590 453,902 350,841 Prepaid expenses and other current assets 193,632 201,931 177,238 ----------- ----------- ----------- Total current assets 1,691,639 1,664,061 1,690,819 ----------- ----------- ----------- Property, Plant and Equipment Land 25,569 24,463 25,724 Buildings 202,551 198,091 192,323 Machinery and equipment 382,241 316,612 354,469 Capitalized leases 24,271 24,271 24,271 Leasehold improvements 55,587 52,319 51,629 ----------- ----------- ----------- 690,219 615,756 648,416 Less: accumulated depreciation 279,066 260,286 265,885 ----------- ----------- ----------- 411,153 355,470 382,531 Tools, dies and molds, net 133,415 108,265 116,783 ----------- ----------- ----------- Property, plant and equipment, net 544,568 463,735 499,314 ----------- ----------- ----------- Other Noncurrent Assets Intangible assets, net 408,526 430,607 422,796 Sundry assets 83,393 74,455 82,580 ----------- ----------- ----------- $ 2,728,126 $ 2,632,858 $ 2,695,509 =========== =========== =========== <FN> See accompanying notes to consolidated financial information. </TABLE> 2
<TABLE> MATTEL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Continued) <CAPTION> June 30, June 30, Dec. 31, (In thousands, except share data) 1996 1995 1995 - --------------------------------- ----------- ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY <S> <C> <C> <C> Current Liabilities Notes payable $ 243,546 $ 196,992 $ 15,520 Current portion of long-term liabilities 1,623 2,612 33,215 Accounts payable 192,605 212,343 250,401 Accrued liabilities 248,722 296,222 410,362 Income taxes payable 133,618 166,708 138,183 ----------- ----------- ----------- Total current liabilities 820,114 874,877 847,681 ----------- ----------- ----------- Long-Term Liabilities 6-7/8% Senior notes due 1997 99,830 99,676 99,752 6-3/4% Senior notes due 2000 100,000 100,000 100,000 Medium-Term Notes 220,000 250,000 220,000 Mortgage note 44,361 44,798 44,585 Other 117,343 104,277 108,322 ----------- ----------- ----------- Total long-term liabilities 581,534 598,751 572,659 ----------- ----------- ----------- Shareholders' Equity Preference stock - 9 - Common stock $1.00 par value, 300.0 million shares authorized with 279.1 million shares issued (a) 279,058 223,254 279,058 Additional paid-in capital 122,561 234,026 103,512 Treasury stock at cost; 4.1 million shares, 2.6 million shares and 3.6 million shares, respectively (a) (103,478) (46,656) (75,574) Retained earnings (b) 1,104,767 803,050 1,041,735 Currency translation and other adjustments (b) (76,430) (54,453) (73,562) ----------- ----------- ----------- Total shareholders' equity 1,326,478 1,159,230 1,275,169 ----------- ----------- ----------- $ 2,728,126 $ 2,632,858 $ 2,695,509 =========== =========== =========== <FN> (a) Share data for June 1995 have been restated for the effect of the five-for-four stock split declared in February 1996. (b) Since December 26, 1987. See accompanying notes to consolidated financial information. </TABLE> 3
<TABLE> MATTEL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME <CAPTION> For the For the Three Months Ended Six Months Ended ---------------------- ---------------------- June 30, June 30, June 30, June 30, (In thousands, except per share amounts) 1996 1995 1996 1995 - ---------------------------------------- ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> Net Sales $ 777,355 $ 763,474 $1,363,234 $1,307,044 Cost of sales 398,801 396,785 698,903 681,330 ---------- ---------- ---------- ---------- Gross Profit 378,554 366,689 664,331 625,714 Advertising and promotion expenses 102,367 106,718 182,656 185,318 Other selling and administrative expenses 154,623 141,498 297,543 273,416 Interest expense 16,278 17,993 30,696 29,070 Other expense (income), net 7,293 (730) 10,958 (4,144) ---------- ---------- ---------- ---------- Income Before Income Taxes 97,993 101,210 142,478 142,054 Provision for income taxes 31,700 33,714 46,300 47,600 ---------- ---------- ---------- ---------- Net Income 66,293 67,496 96,178 94,454 Preference stock dividend requirements - 1,099 - 2,198 ---------- ---------- ---------- ---------- Net Income Applicable to Common Shares $ 66,293 $ 66,397 $ 96,178 $ 92,256 ========== ========== ========== ========== Primary Income Per Common And Common Equivalent Share - ------------------------------------ Net income $ 0.24 $ 0.24 $ 0.34 $ 0.33 ========== ========== ========== ========== Average number of common and common equivalent shares 280,894 280,691 281,323 280,275 ========== ========== ========== ========== Dividends Declared Per Common Share $ 0.060 $ 0.048 $ 0.120 $ 0.096 ========== ========== ========== ========== <FN> See accompanying notes to consolidated financial information. </TABLE> 4
<TABLE> MATTEL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS <CAPTION> For the Six Months Ended ----------------------- June 30, June 30, (In thousands) 1996 1995 - -------------- ---------- ---------- <S> <C> <C> Cash Flows From Operating Activities: - ------------------------------------- Net income $ 96,178 $ 94,454 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 71,092 63,669 Deferred compensation (3,259) 4,599 (Increase) in accounts receivable (293,914) (154,753) (Increase) in inventories (142,850) (113,072) Decrease (increase) in prepaid expenses and other current assets 9,472 (19,859) (Decrease) in accounts payable, accrued liabilities and income taxes payable (207,398) (241,393) Other, net 11,153 (5,351) ---------- ---------- Net cash flows used for operating activities (459,526) (371,706) ---------- ---------- Cash Flows From Investing Activities: - ------------------------------------- Purchases of tools, dies and molds (46,415) (47,490) Purchases of other property, plant and equipment (58,897) (62,030) Purchases of marketable securities (8,000) (16,355) Proceeds from sales of other property, plant and equipment 1,399 4,824 Proceeds from sales of marketable securities 25,315 21,497 Contingent consideration - investment in acquired business (8,625) (8,625) Other, net (352) 1,449 ---------- ---------- Net cash flows used for investing activities (95,575) (106,730) ---------- ---------- Cash Flows From Financing Activities: - ------------------------------------- Notes payable 229,011 195,064 Issuance of Medium-Term Notes - 139,500 Payment of Medium-Term Notes (30,000) - Long-term foreign borrowing (1,454) (842) Tax benefit of employee stock options exercised 15,016 3,816 Exercise of stock options 33,709 10,769 Purchase of treasury stock (80,489) (12,925) Dividends paid on common and preference stock (29,854) (26,254) Other, net (469) 535 ---------- ---------- Net cash flows from financing activities 135,470 309,663 Effect of Exchange Rate Changes on Cash (1,724) 2,755 ---------- ---------- (Decrease) in Cash (421,355) (166,018) Cash at Beginning of Period 466,082 239,100 ---------- ---------- Cash at End of Period $ 44,727 $ 73,082 ========== ========== <FN> See accompanying notes to consolidated financial information. </TABLE> 5
MATTEL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL INFORMATION ------------------------------------------- 1. The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with generally accepted accounting principles applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position and interim results as of and for the periods presented have been included. Certain amounts in the financial statements for prior periods have been reclassified to conform with the current year presentation. Because the Company's business is seasonal, results for interim periods are not necessarily indicative of those which may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 1995 Annual Report to Shareholders. 2. Accounts receivable are shown net of allowances for doubtful accounts of $13.2 million (June 30, 1996), $15.1 million (June 30, 1995) and $10.8 million (December 31, 1995). In addition to the allowance for doubtful accounts, the Company has reduced its accounts receivable by $21.7 million (June 30, 1996), $20.0 million (June 30, 1995), and $22.9 million (December 31, 1995) to reflect the write-down of certain uncollectible receivables to their net realizable value. 3. Inventories are comprised of the following: <TABLE> <CAPTION> June 30, June 30, Dec. 31, (In thousands) 1996 1995 1995 - -------------- --------- --------- --------- <S> <C> <C> <C> Raw materials and work in progress $ 79,524 $ 86,838 $ 52,528 Finished goods 411,066 367,064 298,313 --------- --------- --------- $ 490,590 $ 453,902 $ 350,841 ========= ========= ========= </TABLE> 4. Supplemental disclosure of cash flow information: <TABLE> <CAPTION> For the Six Months Ended ------------------------ June 30, June 30, (In thousands) 1996 1995 - -------------- ---------- ----------- <S> <C> <C> Cash paid during the period for: Interest $ 28,932 $ 28,789 Income taxes 30,911 47,026 Noncash investing and financing activities: Issuance of stock warrant 26,444 - - -------------------------------------------------------------------- </TABLE> 6 5. In June 1996, the Company entered into a license agreement with The Walt Disney Company for an expanded strategic alliance, which guarantees the Company worldwide toy rights for all upcoming Disney television and film properties. The agreement spans three years, with the Company having the right for two additional years to market merchandise from film properties produced during the third year. The initial term of the agreement may be renewed for an additional three-year period upon mutual agreement. Pursuant to the agreement, the Company committed to certain guaranteed royalty payments and issued Disney a warrant to purchase 3.0 million shares of the Company's common stock. The fair value of the warrant will be charged to income as a component of royalty expense at the time the related revenues are recognized. 6. In the current quarter, the Board of Directors declared cash dividends of $0.060 per common share, compared to $0.048 per common share in the second quarter of 1995. 7. Share and per share data presented in these financial statements reflect the retroactive effects of the five-for-four stock split declared in February 1996. Income per common share is computed by dividing earnings available to common shareholders by the average number of common and common equivalent shares outstanding during each period. Weighted average share computations assume the exercise of dilutive stock options and warrants, reduced by the number of shares which could be repurchased at average market prices with proceeds from exercise. 7 MATTEL, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- Mattel, Inc. (the "Company") designs, manufactures, markets and distributes a broad variety of toy products on a worldwide basis. The Company's business is dependent in great part on its ability each year to redesign, restyle and extend existing core products and product lines and to design and develop innovative new toys and product lines. New products have limited lives, ranging from one to three years, and generally must be updated and refreshed each year. Core brands have historically provided the Company with relatively stable growth. The Company's four principal core brands are BARBIE fashion dolls and doll clothing and accessories; FISHER-PRICE toys and juvenile products, including the POWER WHEELS line of battery-powered, ride-on vehicles; the Company's Disney-licensed toys; and die-cast HOT WHEELS vehicles and playsets, each of which has broad worldwide appeal. Additional core product lines consist of large dolls, including CABBAGE PATCH KIDS; preschool toys, including SEE `N SAY talking toys; the UNO and SKIP-BO card games; and the SCRABBLE game, which the Company owns in markets outside of the United States and Canada. RESULTS OF OPERATIONS --------------------- The Company's business is seasonal, and, therefore, results of operations are comparable only with corresponding periods. Following is a percentage analysis of operating results: <TABLE> <CAPTION> For the For the Three Months Ended Six Months Ended ------------------------ ------------------------ June 30, June 30, June 30, June 30, 1996 1995 1996 1995 ----------- ----------- ----------- ----------- <S> <C> <C> <C> <C> Net sales 100% 100% 100% 100% =========== =========== =========== =========== Gross profit 49% 48% 49% 48% Advertising and promotion expenses 13 14 13 14 Other selling and administrative expenses 21 18 23 21 ----------- ----------- ----------- ----------- Operating profit 15 16 13 13 Interest expense 2 3 2 2 ----------- ----------- ----------- ----------- Income before income taxes 13% 13% 11% 11% =========== =========== =========== =========== </TABLE> SECOND QUARTER - -------------- Net sales in the second quarter of 1996 increased $13.9 million or 2% over the 1995 second quarter, reflecting increased demand for the Company's core products such as BARBIE doll products and the new CABBAGE PATCH KIDS line, partially offset by a decrease in non-core products such as POLLY POCKET toys. 8 Worldwide revenues from core products represented 92% of the Company's second quarter gross revenues compared to 89% in the second quarter of 1995. The Company's four principal core brands increased 4%, mainly due to greater demand for BARBIE and BARBIE-related products. Disney-licensed toys contributed $112.4 million to sales in 1996 compared to $100.1 million in 1995. In addition, sales of other core products increased $18.4 million, primarily due to CABBAGE PATCH KIDS sales that reached $16.5 million in the 1996 second quarter. Sales to customers within the United States grew 7% and accounted for 63% of consolidated sales compared to 61% in the year-ago quarter. Sales to customers outside the United States decreased 3%, including a net $12.7 million unfavorable effect from the generally stronger US dollar relative to the year-ago quarter. At comparable foreign currency exchange rates, sales internationally grew 1%. Gross profit as a percentage of net sales increased one percentage point to 49% over the year-ago quarter, principally as a result of lower resin and other commodity prices. Advertising and promotion expenses decreased as a percentage of net sales to 13%, compared to 14% in the second quarter of 1995. The decrease reflects the Company's ongoing effort to manage expense growth relative to increasing revenue growth. As a percentage of net sales, other selling and administrative expenses increased three percentage points to 21%. This growth reflects higher design and development expenses related to new products, increased sales and marketing expenditures to support development of the Company's brands, and higher depreciation expense related to increased investment in fixed assets. Other expense, net, increased $8.0 million, largely due to the impact of the second quarter 1995 gains recognized on a Mexican insurance claim and foreign currency, and lower interest income in 1996. Interest expense decreased $1.7 million or 10% compared to the second quarter of 1995 primarily as a result of the lower worldwide short-term interest rates. SIX MONTHS - ---------- Net sales in the first half of 1996 increased $56.2 million or 4% over 1995, reflecting continued worldwide demand for the Company's core products, partially offset by a decrease in non-core products, such as POLLY POCKET toys. Worldwide core product sales accounted for 91% of total sales compared to 88% during 1995. The Company's four principal core brands increased 7%, mainly due to greater demand for BARBIE and BARBIE- related products, which increased 12% to $569.8 million. FISHER-PRICE contributed $448.7 million to sales in the first half of 1996 compared to $428.0 million in the year-ago period. In addition, sales of other core products increased $34.0 million, due to CABBAGE PATCH KIDS sales that reached $36.5 million in 1996. Sales to customers within the United States increased 9% and accounted for 63% of consolidated sales compared to 61% in 1995. Sales to customers outside the United States remained virtually constant, including a net $12.3 million unfavorable effect from the generally stronger US dollar relative to the year-ago period. At comparable foreign currency exchange rates, sales internationally grew 2%. 9 Gross profit, as a percentage of net sales, increased one percentage point to 49% over the first half of 1995, primarily due to lower resin and other commodity prices. Advertising and promotion expenses decreased as a percentage of net sales to 13% for the first half of 1996, compared to 14% in the year-ago period. The decrease reflects the Company's ongoing effort to manage expense growth relative to increasing revenue growth. As a percentage of net sales, other selling and administrative expenses increased two percentage points to 23%, reflecting higher design and development expenses related to new products, increased sales and marketing expenditures to support development of the Company's brands, and higher depreciation expense related to increased investment in fixed assets. Other expense, net, increased $15.1 million, largely due to 1995 gains recognized on a Mexican insurance claim and foreign currency. Interest expense increased $1.6 million or 6% from 1995 levels, which reflects higher average levels of domestic seasonal borrowings, partially offset by lower short-term interest rates. FINANCIAL CONDITION ------------------- The Company's financial position remained strong during the first half of 1996 as a result of its profitable operating results. The Company's cash position, including marketable securities, as of June 30, 1996 was $44.7 million, compared to $87.7 million as of the second quarter 1995. Cash decreased $438.7 million since December 31, 1995 primarily due to funding of seasonal working capital needs and repayment of $30.0 million in Medium- Term Notes. Accounts receivable increased $42.2 million over the year-ago quarter reflecting higher sales volume. Since year end, accounts receivable increased $283.4 million mainly due to current year sales volume and seasonal customer payment patterns, partially offset by the sale of certain trade receivables. Inventory balances increased $139.7 million since year end and $36.7 million over the 1995 quarter end, primarily as a result of the Company's production in support of future sales volumes. Short-term borrowings increased $46.6 million compared to the 1995 quarter end and $228.0 million since year end in order to fund the Company's seasonal working capital requirements. Seasonal financing needs for the next twelve months are expected to be satisfied through internally generated cash, issuance of commercial paper, and use of the Company's various short-term bank lines of credit. 10 Details of the Company's capitalization are as follows: <TABLE> <CAPTION> (In millions) June 30, 1996 June 30, 1995 Dec. 31, 1995 - ------------- ---------------------------------------------- <S> <C> <C> <C> 6-7/8% Senior notes $ 99.8 5% $ 99.7 6% $ 99.8 5% 6-3/4% Senior notes 100.0 5 100.0 6 100.0 6 Medium-Term Notes 220.0 12 250.0 14 220.0 12 Other long-term debt obligations 60.8 3 63.9 3 61.1 3 ----------------------------------------------- Total long-term debt 480.6 25 513.6 29 480.9 26 Other long-term liabilities 100.9 5 85.2 5 91.7 5 Shareholders' equity 1,326.5 70 1,159.2 66 1,275.2 69 ---------------------------------------------- $1,908.0 100% $1,758.0 100% $1,847.8 100% ============================================== </TABLE> Total long-term debt decreased as a percentage of total capitalization compared to the year-ago quarter, primarily due to the payment of $30.0 million of Medium-Term Notes and the increase in shareholders' equity. Future long-term capital needs are expected to be satisfied through retention of corporate earnings and the issuance of long-term debt instruments. In February of 1996, the Company filed a universal shelf registration statement which will allow for the issuance of up to $350 million of debt and equity securities, which could include Medium-Term Notes. Shareholders' equity increased $51.3 million since December 31, 1995 and $167.2 million over the 1995 second quarter principally as a result of the Company's profitable operating results, exercises of employee stock options, and issuance of a stock warrant in connection with a license agreement with The Walt Disney Company, partially offset by treasury stock purchases and dividends declared to common shareholders. In addition, the increase over the 1995 second quarter was partially offset by the repurchase of Series F Preference Stock from the International Games, Inc. Employee Stock Ownership Plan. 11
PART II -- OTHER INFORMATION ---------------------------- ITEM 1. Legal Proceedings - -------------------------- The Greenwald Action - -------------------- On October 13, 1995, Michelle Greenwald filed a complaint (Case No. YC 025 008) against the Company in Superior Court of the State of California, County of Los Angeles (the "Greenwald Action"). The plaintiff is a former Mattel employee who was terminated by the Company in July 1995. The complaint seeks $50 million in general and special damages, plus punitive damages, for (i) breach of oral, written and implied contract, (ii) wrongful termination in violation of public policy and (iii) violation of California Labor Code Section 970. The plaintiff claims that her termination resulted from complaints made by her to management concerning (i) general allegations that Mattel did not account properly for sales and certain costs associated with sales; and (ii) more specific allegations that Mattel failed to account properly for certain royalty obligations to The Walt Disney Company. In April 1996, the Audit Committee of the Company's Board of Directors commenced an investigation with the assistance of the law firm of Davis Polk & Wardwell ("Davis Polk") and the accounting firm of Ernst & Young. In July 1996, Davis Polk and Ernst & Young issued a report to the Audit Committee in which they stated that they had found no evidence that Mattel accounted for sales and costs associated with sales in a manner which is inconsistent with generally accepted accounting principles ("GAAP"). With respect to Disney royalty obligations, Davis Polk and Ernst & Young concluded that Mattel's accounting treatment for the Disney royalties represented a reasonable application of GAAP given the facts and circumstances as they existed at the time the accounting decisions were made. The Securities and Exchange Commission has reviewed a copy of the Davis Polk report and informally requested to interview certain Company employees referred to therein. The Lewis Action - ---------------- On April 23, 1996, a purported class and derivative action entitled Lewis v. Vogelstein et al. (Case No. 14954) was commenced in the Delaware Court of Chancery, New Castle County (the "Lewis Action") against the Company and its directors. The plaintiff alleges that the directors of the Company breached their fiduciary duties by causing the Company to adopt the Mattel 1996 Stock Option Plan (the "1996 Plan"). Specifically, the plaintiff alleges that the formula option grants to non-employee directors as permitted by the 1996 Plan constitute corporate waste. The complaint seeks (i) to have the case certified as a class action, (ii) to have the 1996 Plan declared void, (iii) a preliminary and permanent injunction enjoining the grant of stock options to non-employee directors under the 1996 Plan, and (iv) attorney's fees. The 1996 Plan was approved by the Company's stockholders on May 8, 1996. Mattel has moved to dismiss the Lewis Action and expects the motion to be heard during the third or fourth quarter of 1996. The Company believes the allegations of the complaints in the Greenwald Action and the Lewis Action to be without merit and intends to defend both actions vigorously. 12
ITEM 4. Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------- The Annual Meeting of Shareholders of Mattel, Inc. was held on May 8, 1996, for the purpose of electing directors, approving the Mattel 1996 Stock Option Plan, the Mattel Long-Term Incentive Plan, an amendment to Article Fourth of Mattel, Inc.'s restated Certificate of Incorporation and approving the appointment of independent auditors. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934 and there was no solicitation in opposition to that of management. All of management's nominees for directors as listed in the proxy statement were elected with the number of votes cast for each nominee as follows: Shares Voted Votes "FOR" Withheld ------------- ---------- John W. Amerman 238,294,336 699,697 Jill E. Barad 238,428,043 699,697 Dr. Harold Brown 238,412,422 699,697 James A. Eskridge 238,382,392 699,697 Tully M. Friedman 238,350,183 699,697 Ronald M. Loeb 235,308,956 699,697 Edward H. Malone 238,320,092 699,697 Edward N. Ney 238,414,563 699,697 William D. Rollnick 238,427,203 699,697 Christopher A. Sinclair 238,320,610 699,697 John L. Vogelstein 237,960,830 699,697 The Mattel 1996 Stock Option Plan was approved by the following vote: Shares Voted Shares Voted Shares Broker "FOR" "AGAINST" "ABSTAINING" "NON-VOTE" ------------ ------------ ------------ ---------- 139,078,960 72,947,059 3,516,712 23,217,380 The Mattel Long-Term Incentive Plan was approved by the following vote: Shares Voted Shares Voted Shares Broker "FOR" "AGAINST" "ABSTAINING" "NON-VOTE" ------------ ------------ ------------ ---------- 202,307,924 32,877,233 3,574,453 500 The amendment to Article Fourth of the Company's restated Certificate of Incorporation was approved by the following vote: Shares Voted Shares Voted Shares Broker "FOR" "AGAINST" "ABSTAINING" "NON-VOTE" ------------ ------------ ------------ ---------- 219,777,141 14,695,935 4,286,535 499 The proposal to appoint Price Waterhouse LLP as independent accountants for the Company for the year ending December 31, 1996 was ratified by the following vote: Shares Voted Shares Voted Shares Broker "FOR" "AGAINST" "ABSTAINING" "NON-VOTE" ------------ ------------ ------------ ---------- 237,705,314 653,780 401,018 0 13
ITEM 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits -------- 10.1 Amendment No. 1 to the Mattel, Inc. 1996 Stock Option Plan 10.2 Mattel, Inc. Amended & Restated Supplemental Executive Retirement Plan as of May 1, 1996 11.0 Computation of Income per Common and Common Equivalent Share 27.0 Financial Data Schedule (EDGAR filing only) (b) Reports on Form 8-K ------------------- Mattel, Inc. filed the following Current Reports on Form 8-K during the quarterly period ended June 30, 1996: Financial Date of Report Items Reported Statements Filed -------------- -------------- ---------------- April 3, 1996 5, 7 None April 7, 1996 7 None April 12, 1996 5, 7 None April 16, 1996 5, 7 None 14
SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934 as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MATTEL, INC. ------------ (Registrant) Date: As of August 13, 1996 By: /s/ Gary P. Rolfes --------------------- ----------------------- Gary P. Rolfes Senior Vice President and Controller 15