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
PART I -- FINANCIAL INFORMATION
-------------------------------
MATTEL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, June 30, Dec. 31,
(In thousands) 1996 1995 1995
- -------------- ----------- ----------- -----------
ASSETS
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.
2
MATTEL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
June 30, June 30, Dec. 31,
(In thousands, except share data) 1996 1995 1995
- --------------------------------- ----------- ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
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.
3
MATTEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
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
- ---------------------------------------- ---------- ---------- ---------- ----------
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.
4
MATTEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the
Six Months Ended
-----------------------
June 30, June 30,
(In thousands) 1996 1995
- -------------- ---------- ----------
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.
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:
June 30, June 30, Dec. 31,
(In thousands) 1996 1995 1995
- -------------- --------- --------- ---------
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
========= ========= =========
4. Supplemental disclosure of cash flow information:
For the Six Months Ended
------------------------
June 30, June 30,
(In thousands) 1996 1995
- -------------- ---------- -----------
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 -
- --------------------------------------------------------------------
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:
For the For the
Three Months Ended Six Months Ended
------------------------ ------------------------
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
----------- ----------- ----------- -----------
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%
=========== =========== =========== ===========
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:
(In millions) June 30, 1996 June 30, 1995 Dec. 31, 1995
- ------------- ----------------------------------------------
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%
==============================================
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