SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549


                                  FORM 8-K


               Current Report Pursuant to Section 13 or 15 (d) of
                          The Securities Act of 1934


Date of Report:          February 8, 1994



                                MATTEL, INC.
                                ------------
             (Exact name of Registrant as specified in its charter)


         Delaware                  001-05647                      95-1567322
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(State or other jurisdiction      (Commission                 (I.R.S. Employer
 of incorporation)                  File No.)              Identification No.)




333 Continental Boulevard, El Segundo, California                   90245-5012
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(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code              (310) 524-4600
                                                  ----------------------------

                                   N/A
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       (Former name or former address, if changed since last report)



                 Information to be included in the Report
                 ----------------------------------------

Item 5.         Other Events
- -------         ------------

        Mattel, Inc. hereby incorporates by reference herein its press release
        dated February 8, 1994, regarding its 1993 fourth quarter results of
        operations, a copy of which is included as Exhibit 99 hereto.


Item 7.         Financial Statements and Exhibits
- -------         ---------------------------------

        (a)     Financial statements of businesses acquired:   None

        (b)     Pro forma financial information:   None

        (c)     Exhibits:

                (99)    Press Release dated February 8, 1994.




                               SIGNATURE
                               ---------

        Pursuant to the requirements of the Securities Exchange Act of 1934,
        Registrant has duly caused this report to be signed on its behalf
        by the undersigned thereunto duly authorized.


                                                MATTEL, INC.

                                              By: /s/ Robert Normile
                                                  --------------------------
                                                   Robert Normile
                                                   Assistant General Counsel
        Date: As of February 8, 1994                and Assistant Secretary
              ----------------------



FOR IMMEDIATE RELEASE                                CONTACT: Glenn Bozarth
February 8, 1994                                               Mattel, Inc.
                                                             (310) 524-3521


                  MATTEL REPORTS RECORD 1993 RESULTS;
        INTEGRATION PLANS FOR MERGER WITH FISHER-PRICE ON TARGET
        --------------------------------------------------------

LOS ANGELES, Feb. 8 -- Mattel, Inc. today reported that 1993 net income for
Mattel, consolidated with Fisher-Price, was $117 million on net sales of
$2.7 billion.  Consolidated after-tax earnings for the year were at the
record level of $226 million before a pre-tax charge of $115 million
($90.4 million after-tax) related to the merger of Mattel and Fisher-Price,
and extraordinary after-tax charges totaling $18.7 million related primarily
to the prepayment of high-cost Fisher-Price debt.

    "Considered separately, Mattel produced a fifth consecutive year of record
sales and earnings," John W. Amerman, chairman and chief executive officer,
said.  "Mattel sales totaled $2.0 billion, and earnings were $1.40 per share,
in excess of the $1.36 per share target established at the beginning of the year
(after adjusting for the five-for-four split that was effective on
January 7, 1994).

     "The excellence of our 1993 performance, in a year of worldwide recession,
is seen in several ways," Amerman said.  "Our worldwide toy volume increase in
local currency was 15 percent.  In addition, Mattel's gross profit, operating
profit and net income -- both in the absolute and relative to sales -- were at
record levels."

     For the consolidated company, 1993 fourth quarter income -- before one-time
merger-related charges and costs associated with prepayment of $100 million in
Fisher-Price debt -- reached a record $62.4 million, an increase of 26 percent
over the year-ago quarter.   Net sales for the quarter were a record
$754 million, an increase of 4 percent from the 1992 quarter.

     Amerman said that fourth quarter increases were achieved in both sales
and earnings for each of Mattel's domestic, international and Fisher-Price
business units.  "The dedication of Mattel and retailers during the fourth
quarter to achieve a clean worldwide sell-through will be beneficial for
1994 results", he said.

     "In addition, the decisive action we have taken to integrate Fisher-Price
and Mattel over the past two months will result in substantial operating
efficiencies, savings and expansion opportunities," Amerman said.  "Even
though we continue to deal with a strengthening of the U.S. dollar and a
cautious attitude by retailers worldwide, we believe the merger of Mattel
and Fisher-Price results in an even brighter outlook for the company in 1994
and beyond."

     Mattel, Inc. is a worldwide leader in the design, manufacture and
marketing of children's toys.  The company's principal brands of Barbie,
Fisher-Price, Disney and Hot Wheels together account for 80 percent of
total sales.  With headquarters in El Segundo, California, Mattel has offices
and facilities in 31 foreign countries and sells its products in more than
140 nations throughout the world.



                                 -###-



MATTEL, INC. AND SUBSIDIARIES

CONSOLIDATED RESULTS OF OPERATIONS
FOR THE FOR THE THREE MONTHS ENDED YEAR ENDED ---------------------- ----------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, (In thousands, except per share amounts) 1993 (a) 1992 (a) 1993 (a) 1992 (a) - ---------------------------------------- ---------- --------- ---------- ---------- Net Sales $ 753,914 $ 727,006 $ 2,704,448 $ 2,563,525 Cost of sales 369,365 369,361 1,343,470 1,293,759 ---------- --------- ---------- ---------- Gross Profit 384,549 357,645 1,360,978 1,269,766 Advertising and promotion expenses 135,427 137,322 426,698 403,417 Other selling and administrative expenses 131,363 131,482 508,105 501,604 Integration/restructuring costs (b) 115,000 - 115,000 - Other expense (income), net 2,158 (719) 11,915 13,084 ---------- --------- ---------- ---------- Operating Profit 601 89,560 299,260 351,661 Interest expense 17,563 19,330 62,614 68,716 ---------- --------- ---------- ---------- Income (Loss) Before Income Taxes (16,962) 70,230 236,646 282,945 Provision for income taxes 11,033 20,619 100,735 98,104 ---------- --------- ---------- ---------- Income (Loss) Before Extraordinary Item and Cumulative Effect of Changes in Accounting Principles (27,995) 49,611 135,911 184,841 Extraordinary item - debt retirement (c) (14,681) - (14,681) - ---------- --------- ---------- ---------- Income (Loss) Before Cumulative Effect of Changes in Accounting Principles (42,676) 49,611 121,230 184,841 Cumulative effect of changes in accounting principles (d) - - (4,022) - ---------- --------- ---------- ---------- Net Income (Loss) $ (42,676) $ 49,611 $ 117,208 $ 184,841 ========== ========= ========== ========== Income (Loss) Per Share-Primary (e) Income (loss) before extraordinary item and cumulative effect of changes in accounting principles $ (0.17) $ 0.28 $ 0.77 $ 1.04 Extraordinary item - debt retirement (0.09) - (0.09) - Cumulative effect of changes in accounting principles - - (0.02) - ---------- --------- ---------- ---------- Net Income (Loss) Per Share-Primary (f) $ (0.26) $ 0.28 $ 0.66 $ 1.04 ========== ========= ========== ========== Average Number of Common and Common Equivalent Shares Outstanding - Primary 170,647 172,648 171,182 173,406 ========== ========= ========== ========== Income (Loss) Per Share-Fully Diluted (e) Income (loss) before extraordinary item and cumulative effect of changes in accounting principles $ (0.17) $ 0.27 $ 0.75 $ 1.02 Extraordinary item - debt retirement (0.09) - (0.08) - Cumulative effect of changes in accounting principles - - (0.02) - ---------- --------- ---------- ---------- Net Income (Loss) Per Share-Fully Diluted (g) $ (0.26) $ 0.27 $ 0.65 $ 1.02 ========== ========= ========== ========== Average Number of Common and Common Equivalent Shares Outstanding-Fully Diluted 169,640 182,228 180,849 183,258 ========== ========= ========== ==========
MATTEL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
DEC. 31, DEC. 31, (In thousands) 1993 (a) 1992 (a) - -------------- ---------- ---------- Assets Cash, cash equivalents and marketable securities $ 523,581 $ 327,807 Accounts receivable, net 580,313 538,444 Inventories 219,993 238,895 Prepaid expenses 146,863 86,097 ---------- ---------- Total current assets 1,470,750 1,191,243 Property, plant and equipment, net 326,877 324,145 Other assets 202,450 197,287 ---------- ---------- Total Assets $ 2,000,077 $ 1,712,675 ========== ========== Liabilities and Shareholders' Equity Notes payable to banks $ - $ 13,401 Current portion of long-term liabilities (h) 104,862 8,914 Accounts payable and accrued liabilities 573,224 437,087 Income taxes payable 105,243 69,987 ---------- ---------- Total current liabilities 783,329 529,389 Long-term debt 254,159 288,226 Other long-term liabilities 70,827 49,157 Convertible debt 73,953 97,547 Shareholders' equity 817,809 748,356 ---------- ---------- Total Liabilities and Shareholders' Equity $ 2,000,077 $ 1,712,675 ========== ========== Footnotes to Condensed Consolidated Financial Statements (a) Consolidated results for all periods are restated for the merger with Fisher-Price, Inc. (b) Represents a nonrecurring charge for transaction and restructuring costs of the Fisher-Price merger. The related tax benefit of $24.6 million is included in the provision for income taxes. (c) Represents the prepayment penalty and write-off of unamortized issuance costs related to the repurchase of Fisher-Price senior notes. (d) A $14.6 million net credit to earnings from Mattel's 1/1/93 adoption of FAS Nos. 109 and 106 was more than offset by an $18.6 million net-of-tax charge related to Fisher-Price's adoption of FAS No. 106. (e) Share and per share data for all periods presented reflect the retroactive effect of shares issued pursuant to the Fisher-Price merger and a subsequent 5/4 stock split. (f) Primary income per share for the year, before the $0.53 per share effect of the merger-related nonrecurring charge of $90.4 million after taxes, was $1.19 per share. (g) Fully diluted income per share for the year, before the $0.50 per share effect of the merger- related nonrecurring charge of $90.4 million after taxes, was $1.15 per share. (h) At 12/31/93, includes $100 million principal amount of Fisher-Price senior notes prepaid in January 1994.
MATTEL, INC. AND SUBSIDIARIES, PRE-MERGER, POST-SPLIT CONSOLIDATED RESULTS OF OPERATIONS
FOR THE FOR THE THREE MONTHS ENDED YEAR ENDED ---------------------- ----------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, (In thousands, except per share amounts) 1993 (i) 1992 (i) 1993 (i) 1992 (i) - ---------------------------------------- ---------- --------- ---------- ---------- Net Sales $ 546,825 $ 521,495 $ 1,996,766 $ 1,873,364 Cost of sales 259,484 260,635 960,501 926,184 ---------- --------- ---------- ---------- Gross Profit 287,341 260,860 1,036,265 947,180 Advertising and promotion expenses 105,877 105,136 328,672 304,015 Other selling and administrative expenses 97,910 93,301 371,385 362,338 Other expense (income), net 1,722 (1,674) 9,401 9,833 ---------- --------- ---------- ---------- Operating Profit 81,832 64,097 326,807 270,994 Interest expense 14,267 16,046 49,624 55,046 ---------- --------- ---------- ---------- Income Before Income Taxes 67,565 48,051 277,183 215,948 Provision for income taxes 22,700 12,400 96,100 72,000 ---------- --------- ---------- ---------- Income Before Cumulative Effect of Changes in Accounting Principles 44,865 35,651 181,083 143,948 Cumulative effect of changes in accounting principles (j) - - 14,590 - ---------- --------- ---------- ---------- Net Income $ 44,865 $ 35,651 $ 195,673 $ 143,948 ========== ========= ========== ========== Income Per Share - Primary (k) Income before cumulative effect of changes in accounting principles $ 0.36 $ 0.28 $ 1.46 $ 1.14 Cumulative effect of changes in accounting principles - - 0.12 - ---------- --------- ---------- ---------- Net Income Per Share - Primary $ 0.36 $ 0.28 $ 1.58 $ 1.14 ========== ========= ========== ========== Average Number of Common and Common Equivalent Shares Outstanding - Primary 120,517 121,365 120,615 121,682 ========== ========= ========== ========== Income Per Share - Fully Diluted (k) Income before cumulative effect of changes in accounting principles $ 0.35 $ 0.27 $ 1.40 $ 1.10 Cumulative effect of changes in accounting principles - - 0.11 - ---------- --------- ---------- ---------- Net Income Per Share - Fully Diluted $ 0.35 $ 0.27 $ 1.51 $ 1.10 ========== ========= ========== ========== Average Number of Common and Common Equivalent Shares Outstanding-Fully Diluted 129,033 130,795 129,931 131,257 ========== ========= ========== ========== (i) Consolidated results exclude Fisher-Price and all merger-related transactions. (j) The net effect on earnings from Mattel's 1/1/93 adoption of FAS Nos. 109 and 106 was an increase of $16 million and a decrease of $1.4 million net of taxes, respectively. (k) Share and per share data for all periods reflect the retroactive effect of a 5/4 stock split issued to shareholders of record as of December 1993.