MATTEL INC /DE/
10-Q/A, 1998-05-21
DOLLS & STUFFED TOYS
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                           SECURITIES AND EXCHANGE COMMISSION
                                  Washington, DC 20549


                                      FORM 10-Q/A
                                   (AMENDMENT NO. 1)


                 [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                         OF THE SECURITIES EXCHANGE ACT OF 1934


                      For the quarterly period ended March 31, 1998
                                                     --------------

                                           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 May 8, 1998:
                Common Stock - $1 par value -- 293,515,239 shares

<PAGE>

        The undersigned registrant hereby amends Item 6 of its Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998, as set forth below,
in order to correct Exhibit 12.0 "Computation of Ratio of Earnings (Loss)
to Fixed Charges and Ratio of Earnings (Loss) to Combined Fixed Charges and
Preferred Stock Dividends" for a typographical error.  Preferred stock
dividends reported in page 2 of the Exhibit for the three months ended
March 31, 1998 has been changed to $1,990 from the previously reported $1,090.

<PAGE>

                      PART II -- OTHER INFORMATION
                      ----------------------------



Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

      (a) Exhibits
          --------
          12.0  Amended Computation of Ratio of Earnings (Loss) to
                Fixed Charges and Ratio of Earnings (Loss) to Combined
                Fixed Charges and Preferred Stock Dividends


<PAGE>


                              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 May 21, 1998                         By: /s/ KEVIN M. FARR
       ------------------                             -------------------------
                                                      Kevin M. Farr
                                                      Senior Vice President and
                                                      Controller


                                     3
<PAGE>

<PAGE>
<TABLE>
                                         MATTEL, INC. AND SUBSIDIARIES                                 EXHIBIT 12.0
                                                                                                       (Page 1 of 2)
                            COMPUTATION OF RATIO OF EARNINGS (LOSS) TO FIXED CHARGES
                            --------------------------------------------------------
                                     (Amounts in thousands, except ratios)

                                                   (Unaudited)

<CAPTION>
                                                  FOR THE
                                             THREE MONTHS ENDED              FOR THE YEARS ENDED DECEMBER 31, (a)
                                            ---------------------    ----------------------------------------------------
                                            MARCH 31,   MARCH 31,
                                              1998       1997(a)       1997       1996       1995       1994      1993(b)
                                            ---------   ---------    ----------------------------------------------------
EARNINGS (LOSS) AVAILABLE FOR FIXED
  CHARGES:
<S>                                         <C>         <C>          <C>        <C>        <C>        <C>        <C>
Income (loss) before income taxes,
  cumulative effect of changes in
  accounting principles and
  extraordinary items                       $  17,756   $(267,619)   $425,082   $536,756   $504,668   $362,157   $153,306
Less (plus) minority interest and
  undistributed income (loss) of
  less-than-majority-owned affiliates,
  net                                              (5)         66        (144)       303        (36)      (649)       124
Add:
  Interest expense                             16,392      19,636      90,130    100,226    102,983     87,071     86,101
  Appropriate portion of rents (c)              3,947       4,952      17,665     19,527     19,450     16,224     16,221
                                            ---------   ---------    --------   --------   --------   --------   --------
Earnings (loss) available for fixed
  charges                                   $  38,090   $(242,965)   $532,733   $656,812   $627,065   $464,803   $255,752
                                            =========   =========    ========   ========   ========   ========   ========

FIXED CHARGES:
  Interest expense                          $  16,392   $  19,636    $ 90,130   $100,226   $102,983   $ 87,071   $ 86,101
  Capitalized interest                              -         218         991      1,789        693        285          -
  Appropriate portion of rents (c)              3,947       4,952      17,665     19,527     19,450     16,224     16,221
                                            ---------   ---------    --------   --------   --------   --------   --------
  Fixed charges                             $  20,339   $  24,806    $108,786   $121,542   $123,126   $103,580   $102,322
                                            =========   =========    ========   ========   ========   ========   ========
Ratio of earnings (loss) to fixed charges        1.87X      (9.79)(d)    4.90X      5.40X      5.09X      4.49X      2.50X
                                            =========   =========    ========   ========   ========   ========   ========

<FN>
(a)  Consolidated financial information for 1997 through 1993 has been restated for the effects of the March 1997
     merger of Tyco Toys, Inc. ("Tyco") into the Company, accounted for as a pooling of interests.

(b)  Consolidated financial information for 1993 has been restated for the effects of the November 1993 merger
     of Fisher-Price, Inc. into a wholly-owned subsidiary of the Company, accounted for as a pooling of interests.

(c)  Portion of rental expenses which is deemed representative of an interest factor, not to exceed one-third of
     total rental expense.

(d)  As a result of an approximately $275 million restructuring charge to earnings taken in the first quarter of
     1997, earnings did not cover fixed charges by $267.8 million for the three month period ended March 31, 1997.

</TABLE>
<PAGE>
<TABLE>
                                          MATTEL, INC. AND SUBSIDIARIES                                EXHIBIT 12.0
                                                                                                       (Page 2 of 2)
                           COMPUTATION OF RATIO OF EARNINGS (LOSS) TO COMBINED FIXED
                                       CHARGES AND PREFERRED STOCK DIVIDENDS
                           ---------------------------------------------------------
                                     (Amounts in thousands, except ratios)

                                                  (Unaudited)

<CAPTION>
                                                  FOR THE
                                             THREE MONTHS ENDED              FOR THE YEARS ENDED DECEMBER 31, (a)
                                            ---------------------    ----------------------------------------------------
                                            MARCH 31,   MARCH 31,
                                              1998       1997(a)       1997       1996       1995       1994      1993(b)
                                            ---------   ---------    ----------------------------------------------------
EARNINGS (LOSS) AVAILABLE FOR FIXED
  CHARGES:
<S>                                         <C>         <C>          <C>        <C>        <C>        <C>        <C>
Income (loss) before income taxes,
  cumulative effect of changes in
  accounting principles and
  extraordinary items                       $  17,756   $(267,619)   $425,082   $536,756   $504,668   $362,157   $153,306
Less (plus) minority interest and
  undistributed income (loss) of
  less-than-majority-owned affiliates,
  net                                              (5)         66        (144)       303        (36)      (649)       124
Add:
  Interest expense                             16,392      19,636      90,130    100,226    102,983     87,071     86,101
  Appropriate portion of rents (c)              3,947       4,952      17,665     19,527     19,450     16,224     16,221
                                            ---------   ---------    --------   --------   --------   --------   --------
Earnings (loss) available for fixed
  charges                                   $  38,090   $(242,965)   $532,733   $656,812   $627,065   $464,803   $255,752
                                            =========   =========    ========   ========   ========   ========   ========


FIXED CHARGES:
  Interest expense                          $  16,392   $  19,636    $ 90,130   $100,226   $102,983   $ 87,071   $ 86,101
  Capitalized interest                              -         218         991      1,789        693        285          -
  Dividends - Series B preferred stock              -         846       2,537      3,406      3,200      2,157          -
  Dividends - Series C preferred stock          1,990       1,994       7,968      3,985          -          -          -
  Dividends - Series F preference stock             -           -           -          -      3,342      4,689      4,894
  Appropriate portion of rents (c)              3,947       4,952      17,665     19,527     19,450     16,224     16,221
                                            ---------   ---------    --------   --------   --------   --------   --------
  Fixed charges                             $  22,329   $  27,646    $119,291   $128,933   $129,668   $110,426   $107,216
                                            =========   =========    ========   ========   ========   ========   ========
Ratio of earnings (loss) to fixed charges        1.71X      (8.79)(d)    4.47X      5.09X      4.84X      4.21X      2.39X
                                            =========   =========    ========   ========   ========   ========   ========

<FN>
(a)  Consolidated financial information for 1997 through 1993 has been restated for the effects of the March 1997
     merger of Tyco into the Company, accounted for as a pooling of interests.

(b)  Consolidated financial information for 1993 has been restated for the effects of the November 1993 merger
     of Fisher-Price, Inc. into a wholly-owned subsidiary of the Company, accounted for as a pooling of interests.

(c)  Portion of rental expenses which is deemed representative of an interest factor, not to exceed one-third of
     total rental expense.

(d)  As a result of an approximately $275 million restructuring charge to earnings taken in the first quarter of
     1997, earnings did not cover fixed charges plus preferred stock dividends by $270.6 million for the three
     month period ended March 31, 1997.

</TABLE>


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