<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended
December 31, 1998
[_] Transition report pursuant to section 15(d) of the Securities
Exchange Act of 1934 for the transition period
from _________ to _________.
Commission File Number 001-04777
- ---------------------------------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
MATTEL, INC. PERSONAL INVESTMENT PLAN
MATTEL, INC. HOURLY PERSONAL INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MATTEL, INC.
333 CONTINENTAL BOULEVARD
EL SEGUNDO, CALIFORNIA 90245-5012
<PAGE>
[Letterhead of PricewaterhouseCoopers LLP]
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 18, 1999
To the Participants and Administrator of the
Mattel, Inc. Personal Investment Plan and the Mattel, Inc.
Hourly Personal Investment Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits for each of the plans, the Mattel, Inc. Personal Investment Plan
and the Mattel, Inc. Hourly Personal Investment Plan, held in the Mattel,
Inc. Personal Investment Plan Master Trust present fairly, in all material
respects, the net assets available for benefits of the plans at December 31,
1998 and 1997, and the changes in net assets available for benefits for
the years then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the
plans' management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for the opinion expressed above.
/S/ PricewaterhouseCoopers LLP
- ------------------------------
<PAGE>
MATTEL, INC. PERSONAL INVESTMENT PLAN MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------
<TABLE>
<CAPTION>
December 31, 1998
------------------------------------------
Total
Hourly Master
PIP PIP Trust
------------ ------------ ------------
ASSETS
- ------
<S> <C> <C> <C>
Investment in Master Trust (Note 6) $457,091,000 $ 96,000 $457,187,000
Interest and dividends receivable 871,000 - 871,000
------------ ------------ ------------
Total assets 457,962,000 96,000 458,058,000
------------ ------------ ------------
LIABILITIES
- ----------
Excess contributions refund
payable - - -
------------ ------------ ------------
Net assets available for
benefits $457,962,000 $ 96,000 $458,058,000
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
MATTEL, INC. PERSONAL INVESTMENT PLAN MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------
<TABLE>
<CAPTION>
December 31, 1997
------------------------------------------
Total
Hourly Master
PIP PIP Trust
------------ ------------ ------------
ASSETS
- ------
<S> <C> <C> <C>
Investment in Master Trust (Note 6) $418,828,000 $ 61,000 $418,889,000
Interest and dividends receivable 332,000 - 332,000
------------ ------------ ------------
Total assets 419,160,000 61,000 419,221,000
------------ ------------ ------------
LIABILITIES
- ----------
Excess contributions refund
payable 12,000 - 12,000
------------ ------------ ------------
Net assets available for
benefits $419,148,000 $ 61,000 $419,209,000
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
<TABLE>
<CAPTION>
MATTEL, INC. PERSONAL INVESTMENT PLAN MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
Year Ended December 31, 1998
------------------------------------------
Total
Hourly Master
PIP PIP Trust
------------ ------------ ------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 10,412,000 $ 2,000 $ 10,414,000
Dividends 2,696,000 - 2,696,000
Net appreciation (depreciaton) in
fair value of investments 19,271,000 (1,000) 19,270,000
------------ ------------ ------------
32,379,000 1,000 32,380,000
------------ ------------ ------------
Contributions:
Employer 14,978,000 29,000 15,007,000
Employee 19,546,000 39,000 19,585,000
------------ ------------ ------------
34,524,000 68,000 34,592,000
------------ ------------ ------------
Transfer from Tyco Toys, Inc.
401(k) Savings Plan (Note 1) 7,188,000 - 7,188,000
------------ ------------ ------------
Total additions 74,091,000 69,000 74,160,000
------------ ------------ ------------
Deductions from net assets
attributed to:
Benefits paid to participants (35,277,000) (34,000) (35,311,000)
------------ ------------ ------------
Net increase 38,814,000 35,000 38,849,000
Net assets available for benefits:
Beginning of year 419,148,000 61,000 419,209,000
------------ ------------ ------------
End of year $457,962,000 $ 96,000 $458,058,000
============ ============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
MATTEL, INC. PERSONAL INVESTMENT PLAN MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
December 31, 1997
------------------------------------------
Total
Hourly Master
PIP PIP Trust
------------ ------------ ------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 8,036,000 $ 3,000 $ 8,039,000
Dividends 2,043,000 - 2,043,000
Net appreciation in fair value
of investments 60,379,000 1,000 60,380,000
------------ ------------ ------------
70,458,000 4,000 70,462,000
------------ ------------ ------------
Contributions:
Employer 12,315,000 30,000 12,345,000
Employee 16,171,000 18,000 16,189,000
------------ ------------ ------------
28,486,000 48,000 28,534,000
------------ ------------ ------------
Transfer from Fisher-Price, Inc.
Matching Savings Plan (Note 1) 140,589,000 - 140,589,000
------------ ------------ ------------
Total additions 239,533,000 52,000 239,585,000
------------ ------------ ------------
Deductions from net assets
attributed to:
Benefits paid to participants (27,215,000) (54,000) (27,269,000)
------------ ------------ ------------
Net increase (decrease) 212,318,000 (2,000) 212,316,000
Net assets available for benefits:
Beginning of year 206,830,000 63,000 206,893,000
------------ ------------ ------------
End of year $419,148,000 $ 61,000 $419,209,000
============ ============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
-5-
<PAGE>
MATTEL, INC. PERSONAL INVESTMENT PLAN MASTER TRUST
--------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - GENERAL DESCRIPTION OF THE PLAN:
- ----------------------------------------
Mattel, Inc. (the "Company") maintains two separate savings plans which are
held in the Mattel, Inc. Personal Investment Plan Master Trust (the "Master
Trust"). The following description of the Mattel, Inc. Personal Investment
Plan (the "PIP") and the Mattel, Inc. Hourly Personal Investment Plan (the
"Hourly PIP", collectively the "Plans") is provided for general information
only. Participants should refer to the respective plan agreements for a
more complete description of specific plan provisions.
General
- -------
The PIP, which was established November 1, 1983, is a contributory thrift
savings form of a defined contribution plan covering nonunion employees of
the Company and certain of its subsidiaries. The Hourly PIP, which was
established July 1, 1996, is a similar type of savings plan covering certain
nonunion hourly employees of the Company. The Master Trust was established
on July 1, 1996 to coincide with the creation of the Hourly PIP.
The Plans are administrated by the Company under the direction of the
Pension Committee of the Board of Directors of the Company. The Plans'
assets at December 31, 1998 and 1997 were held by The Northern Trust
Company (the "Trustee") under the direction of the Pension Committee.
Effective January 2, 1998, the Tyco Toys, Inc. 401(k) Savings Plan (the "Tyco
Plan") was merged into and became part of the Mattel, Inc. Personal Investment
Plan. All assets of the Tyco Plan which were held by the Plan's trustee were
transferred to the PIP Plan as of January 2, 1998, with the remaining assets
submitted by the trustee on March 23, 1998, the date upon which the Tyco Plan
was terminated.
On April 1, 1997, the Fisher-Price, Inc. Matching Savings Plan was merged into,
and all assets were transferred to the Mattel, Inc. Personal Investment
Plan.
Contributions
- -------------
For all PIP participants, with the exception of employees who also participate
in the Fisher-Price Pension Plan, the Company makes automatic contributions
ranging from three percent to eight percent of compensation based upon
covered participants' ages, regardless of whether the employees elect to
personally contribute to the Plan. The Company will match 100 percent of the
first two percent of compensation contributed by an employee and 50 percent
of the next four
-6-
<PAGE>
Note 1: (Continued)
- -------
percent. In addition, each employee may contribute up to an additional eight
percent of compensation, with no matching contribution by the Company.
All employees who were formerly participants in the Tyco Plan have the same
employee contribution, and Company matching and automatic contribution
percentages as the PIP participants.
For all PIP participants who also participate in the Fisher-Price Pension
Plan, the Company makes no automatic contributions, however employees
may contribute up to 15 percent of their compensation to the Plan. The
Company will match 100 percent of the first two percent of compensation
contributed by an employee and 50 percent of the next four percent.
For the Hourly PIP, the Company makes automatic contributions of one percent
of compensation for all employees, regardless of whether the employees
elect to personally contribute to the Plan. The Company will match 25
percent of the first six percent of compensation contributed by an employee
during their first five years of service. The match percentage increases
to 30 percent and 40 percent if the employee has between six to ten years
of service and more than ten years of service, respectively. In addition,
each employee may contribute up to an additional nine percent of compensation,
with no matching contribution by the Company.
For both Plans, participants are permitted to direct all contributions made to
the Plans into one or more of six separate investment funds: a stable asset
fund, a large cap equity fund, an equity index fund, a global equity fund, a
small cap equity fund and the Mattel stock fund. Participants can invest a
maximum of 50 percent of their current contributions in the Mattel stock fund.
In addition, participants cannot transfer more than 50 percent of their account
balance to the Mattel stock fund.
Vesting
- -------
Each participant is immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching and automatic contribution
portion of the participant's account plus actual earnings thereon is based on
years of continuous service. Participants become 25 percent vested after two
years of credited service and vest an additional 25 percent for each additional
year of service through the fifth year at which time 100 percent vesting occurs.
Participant Loans Receivable
- ----------------------------
Participants may borrow from their accounts from a minimum of $2,000 to a
maximum equal to the lesser of $50,000 or 50 percent of their vested
account balance. Loan terms range from one to five years or up to 15 years
for the purchase of a primary residence. The loans are secured by the
balance in the participant's account and bear interest at the prime rate
plus one percent set at the beginning of the month in which the loan is
granted. The interest rate is set for the duration of the loan. As of
December 31, 1998, interest rates on loans outstanding ranged from
six percent to nine and a half percent. Principal and interest are paid
ratably through payroll deductions.
-7-
<PAGE>
Note 1: (Continued)
- -------
Participant Accounts
- --------------------
Each participant's account is credited with the participant's contribution
and allocations of (a) the Company's contribution and (b) Plan earnings.
Allocations are made based on the fund allocation percentages used for the
employees' contributions. Forfeited balances of terminated participants'
nonvested accounts are used to reduce future Company contributions. The
benefit to which a participant is entitled is the amount that can be
provided from the participant's vested account.
Payment of Benefits
- -------------------
Upon termination of service due to death, disability, retirement or other
reasons, a participant or beneficiary may receive a lump-sum amount equal
to the value of the participant's vested interest in his or her account.
Participants automatically become 100 percent vested in their account
balance if their termination is due to total disability or retirement.
As of April 1, 1997, if a participant terminates employment after age 55
with at least five years of service, in addition to being able to receive
payment in a lump sum, the participant has the option to receive payment
in installments over a period of 5, 10 or 15 years. These payments may be
elected in monthly, quarterly, or annual installments. In addition, funds
may be withdrawn by participants prior to retirement under limited
circumstances, subject to restrictions as defined by the Plans.
Expenses of the Plan
- --------------------
Expenses incurred in the administration of the Plans are paid by the
Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- ----------------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plans are prepared using the accrual basis
of accounting.
Valuation of Investments
- ------------------------
Investments held within the Master Trust are stated at their fair values.
Investments held in the large cap equity fund, equity index fund, global
equity fund, small cap equity fund and the Mattel stock fund are valued using
quoted market prices. Investments in the stable asset fund, made primarily
in guaranteed investment contracts, are valued at contract value as determined
by the insurance companies. Contract value represents contributions made under
a guaranteed investment contract, plus interest at the contract rate, less
administrative expenses charged by the insurance company. Participant loans
receivable are valued at cost which approximates fair value.
-8-
<PAGE>
Note 2: (Continued)
- -------
Contributions
- -------------
Contributions from plan participants are recorded in the period in which
the Company makes payroll deductions from the employee's compensation. The
Company's matching contributions are recorded in the period corresponding
with the employee contributions. Employee rollover contributions are
included as Employee Contributions in the financial statements.
Income Recognition
- ------------------
In accordance with the policy of presenting investments at current fair
value, the net appreciation or depreciation in the fair value of
investments during the period is reflected in the statement of changes in
net assets available for benefits. Such net appreciation or depreciation
in current fair value includes realized gains and losses on dispositions of
securities during the period. Securities transactions are recorded on a
trade date basis. Interest income is recorded as earned on an accrual
basis. Dividend income is recorded on the ex-dividend date.
Payment of Benefits
- -------------------
Benefits payable to former employees are recorded in the period in which
payment occurs.
Use of Estimates
- ----------------
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of changes in net assets available for
benefits during the reporting period. Actual results could differ from those
estimates.
NOTE 3 - RECONCILIATION OF THE FINANCIAL STATEMENTS TO FORM 5500:
- ----------------------------------------------------------------
There were no reconciling items in the net assets available for benefits or
benefits paid to participants for the PIP and the Hourly PIP between the
financial statements and the respective Forms 5500 for the years ended December
31, 1998 and 1997.
-9-
<PAGE>
NOTE 4 - TAX STATUS OF THE PLANS:
- ---------------------------------
The administrator for the Plans has received determination letters from the
Internal Revenue Service dated March 1, 1995 for the PIP and January 8, 1997 for
the Hourly PIP which confirmed the qualified and tax-exempt status of the Plans.
Therefore, no provision for federal or state income tax has been included in the
Plan's financial statements. The Plans have been amended since receiving the
determination letters, however, the Plans' administrator and the Plans' tax
counsel believe that the Plans are designed and are currently being operated in
compliance with the applicable provisions of the Internal Revenue Code.
NOTE 5 - PLAN TERMINATION:
- --------------------------
The Company anticipates that the Plans will continue without interruption,
but reserves the right to discontinue the Plans. In the event such
discontinuance results in the termination of the Plans, participants will
become 100 percent vested in their accounts.
NOTE 6 - INVESTMENTS IN MASTER TRUST:
- ------------------------------------
The Plans' investments are held in the Master Trust and the assets of the Master
Trust are held by the Trustee. At December 31, 1998 and 1997, the PIP's interest
in the net assets of the Master Trust was approximately 99.98% and 99.99%,
respectively. The Hourly PIP's interest in the net assets of the Master Trust
was approximately .02% and .01%, respectively.
The following table presents the fair values of investments for the Master
Trust. Investments that represent 5 percent or more of the Plans' net assets
are separately identified.
<TABLE>
<CAPTION>
December 31, 1998
-----------------
Hourly
PIP PIP Total
------------ ------------ ------------
<S> <C> <C> <C>
Stable Asset Fund $160,606,000 $ 59,000 $160,665,000
Large Cap Equity Fund 111,894,000 8,000 111,902,000
Equity Index Fund 110,218,000 15,000 110,233,000
Mattel Stock Fund 38,701,000 5,000 38,706,000
Global Equity Fund 9,620,000 2,000 9,622,000
Small Cap Equity Fund 15,742,000 5,000 15,747,000
Participant Loans 10,939,000 2,000 10,941,000
Money Market Account 242,000 - 242,000
------------ ------------ ------------
Total investments $457,962,000 $ 96,000 $458,058,000
============ ============ ============
</TABLE>
-10-
<PAGE>
NOTE 6: (Continued)
- -------
<TABLE>
<CAPTION>
December 31, 1997
-----------------
Hourly
PIP PIP Total
------------ ------------ ------------
<S> <C> <C> <C>
Stable Asset Fund $144,762,000 $ 42,000 $144,804,000
Large Cap Equity Fund 112,768,000 4,000 112,772,000
Equity Index Fund 84,820,000 8,000 84,828,000
Mattel Stock Fund 47,136,000 5,000 47,141,000
Global Equity Fund 6,253,000 1,000 6,254,000
Small Cap Equity Fund 12,462,000 1,000 12,463,000
Participant Loans 10,869,000 - 10,869,000
Money Market Account 78,000 - 78,000
------------ ------------ ------------
Total investments $419,148,000 $ 61,000 $419,209,000
============ ============ ============
</TABLE>
The Plans' administrator has directed the Trustee to invest any excess cash
balances in The Northern Trust COLTV Short Term Investment Fund and the
Northern Trust Co. STEP Fund, which are diversified portfolios of short-
term investment securities.
-11-
<PAGE>
NOTE 6: (Continued)
- -------
The following summarizes the changes in net assets available by fund for the
years ended December 31, 1998 and 1997.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
Participant Directed
---------------------------------------------------------------------
Stable Large Cap Equity Mattel Global
Asset Equity Index Stock Equity
Fund Fund Fund Fund Fund
------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investment income:
Interest $ 8,696,000 $ 780,000 $ - $ 44,000 $ -
Dividends 636,000 1,551,000 - 409,000 100,000
Net appreciation
(depreciation)
in fair value of
investments 378,000 10,099,000 24,323,000 (18,499,000) 1,772,000
------------ ------------ ------------ ------------ -----------
Total investment income 9,710,000 12,430,000 24,323,000 (18,046,000) 1,872,000
Contributions:
Employer 5,621,000 3,358,000 3,658,000 1,652,000 642,000
Employee 4,799,000 4,318,000 5,081,000 2,053,000 920,000
Fund transfers 6,305,000 (12,340,000) (2,535,000) 8,309,000 328,000
Benefit payments (17,718,000) (8,636,000) (5,122,000) (2,403,000) (394,000)
------------ ------------ ------------ ----------- -----------
Increase (decrease) in
net assets available
for benefits 8,717,000 (870,000) 25,405,000 (8,435,000) 3,368,000
Transfer from Tyco Toys,
Inc. 401(k) Savings Plan 7,144,000 - - - -
Net assets available for
benefits:
Beginning of year 144,804,000 112,772,000 84,828,000 47,141,000 6,254,000
------------ ------------ ------------ ----------- -----------
End of year $160,665,000 $111,902,000 $110,233,000 $38,706,000 $ 9,622,000
============ ============ ============ =========== ===========
<CAPTION>
Non-
Participant
Participant Directed Directed
------------------------- ------------
Small Cap Total
Equity Participant Clearing Master
Fund Loans Fund Trust
----------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Investment income:
Interest $ - $ 898,000 $ (4,000) $ 10,414,000 (a)
Dividends - - - 2,696,000
Net appreciation
(depreciation)
in fair value of
investments 1,110,000 - 87,000 19,270,000
----------- ----------- ------------ -------------
Total investment income 1,110,000 898,000 83,000 32,380,000
Contributions:
Employer 974,000 - (898,000) 15,007,000
Employee 1,373,000 - 1,041,000 19,585,000 (a)
Fund transfers 274,000 (441,000) 100,000 -
Benefit payments (447,000) (385,000) (206,000) (35,311,000)
----------- ----------- ------------ ------------
Increase (decrease) in
net assets available
for benefits 3,284,000 72,000 120,000 31,661,000
Transfer from Tyco Toys,
Inc. 401(k) Savings Plan - - 44,000 7,188,000
Net assets available for
benefits:
Beginning of year 12,463,000 10,869,000 78,000 419,209,000
----------- ----------- ------------ ------------
End of year $15,747,000 $10,941,000 $ 242,000 $458,058,000
=========== =========== ============ ============
</TABLE>
[FN]
(a) Interest income related to participant loans of $898,000 was reclassified
from employee contributions to interest income.
-12-
<PAGE>
NOTE 6: (Continued)
- -------
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
Participant Directed
---------------------------------------------------------------------
Stable Large Cap Equity Mattel Global
Asset Equity Index Stock Equity
Fund Fund Fund Fund Fund
------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investment income:
Interest $ 6,738,000 $ 465,000 $ 4,000 $ 21,000 $ -
Dividends 505,000 1,149,000 - 320,000 69,000
Net appreciation
(depreciation)
in fair value of
investments 1,967,000 21,197,000 20,186,000 16,379,000 70,000
------------ ------------ ----------- ----------- -----------
Total investment income 9,210,000 22,811,000 20,190,000 16,720,000 139,000
Contributions:
Employer 5,433,000 2,920,000 3,111,000 1,277,000 219,000
Employee 4,520,000 3,743,000 4,291,000 1,593,000 357,000
Fund transfers (7,107,000) (1,431,000) (2,943,000) (5,721,000) 5,566,000
Benefit payments (14,078,000) (5,869,000) (3,911,000) (2,316,000) (27,000)
------------ ------------ ----------- ----------- -----------
(Decrease) increase in
net assets available
for benefits (2,022,000) 22,174,000 20,738,000 11,553,000 6,254,000
Transfer from Fisher-Price,
Inc. Matching Savings Plan 31,283,000 55,252,000 28,860,000 22,122,000 -
Net assets available for
benefits:
Beginning of year 115,543,000 35,346,000 35,230,000 13,466,000 -
------------ ------------ ----------- ----------- -----------
End of year $144,804,000 $112,772,000 $84,828,000 $47,141,000 $ 6,254,000
============ ============ =========== =========== ===========
<CAPTION>
Non-
Participant
Participant Directed Directed
------------------------- ------------
Small Cap Total
Equity Participant Clearing Master
Fund Loans Fund Trust
----------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Investment income:
Interest $ - $ 791,000 $ 20,000 $ 8,039,000 (a)
Dividends - - - 2,043,000
Net appreciation
(depreciation)
in fair value of
investments 582,000 - (1,000) 60,380,000
----------- ----------- ------------ ------------
Total investment income 582,000 791,000 19,000 70,462,000
Contributions:
Employer 297,000 - (912,000) 12,345,000
Employee 446,000 - 1,239,000 16,189,000 (a)
Fund transfers 11,193,000 443,000 - -
Benefit payments (55,000) (798,000) (215,000) (27,269,000)
----------- ----------- ------------ ------------
(Decrease) increase in
net assets available
for benefits 12,463,000 436,000 131,000 71,727,000
Transfer from Fisher-Price,
Inc. Matching Savings Plan - 3,072,000 - 140,589,000
Net assets available for
benefits:
Beginning of year - 7,361,000 (53,000) 206,893,000
----------- ----------- ------------ ------------
End of year $12,463,000 $10,869,000 $ 78,000 $419,209,000
=========== =========== ============ ============
</TABLE>
(a) Interest income related to participant loans of $791,000 was reclassified
from employee contributions to interest income.
-13-
<PAGE>
POWER OF ATTORNEY
-----------------
We, the undersigned members of the Committee designated to administer
the Mattel, Inc. Personal Investment Plan and the Mattel, Inc. Hourly Personal
Investment Plan, do hereby severally constitute and appoint Jill E. Barad, Ned
Mansour, Robert Normile, Christopher O'Brien and John L. Vogelstein, and each of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and behalf in our capacities as members of said Committee and
to execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or any of them, may deem
necessary or advisable to enable said Plans to comply with the Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with this Annual Report on
Form 11-K, including specifically, but without limitation, power and authority
to sign for us or any of us, in our names in the capacities indicated below, any
and all amendments hereto; and we do each hereby ratify and confirm all that
said attorneys and agents or any one of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, the members of the Committee designated to administer the Mattel,
Inc. Personal Investment Plan and the Mattel, Inc. Hourly Personal
Investment Plan have duly caused this Annual Report on Form 11-K to be
signed on behalf of the Plans by the undersigned, thereunto duly authorized
in the City of El Segundo, State of California, on June 29, 1999.
MATTEL, INC. PERSONAL
INVESTMENT PLAN
AND
MATTEL, INC. HOURLY
PERSONAL INVESTMENT
PLAN
-------------------------------
(Name of Plans)
By: /s/ Harold Brown
---------------------------
Harold Brown
By: /s/ Christopher A. Sinclair
---------------------------
Christopher A. Sinclair
-14-
<PAGE>
EXHIBIT - 23.0
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in each of the
two Registration Statements on Form S-8 (No. 33-51454 and No. 333-01061)
of Mattel, Inc. of our report dated June 18, 1999 relating to the financial
statements, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
Los Angeles, California
June 29, 1999
