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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K



(Mark One)

[X] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required] for the fiscal year ended
December 31, 1995.

[_] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.


Commission File Number 001-05647
- ---------------------------------


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


Delaware 95-1567322
- ---------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)



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


(Registrant's telephone number) (310) 252-2000
--------------


Securities registered pursuant to Section 12(b) of the Act:



Name of each exchange
Title of each class on which registered
- ------------------- ---------------------

Common stock, $1 par value (and New York Stock Exchange
the associated Preference Pacific Stock Exchange
Share Purchase Rights)

6-7/8% Senior Notes Due 1997 New York Stock Exchange

6-3/4% Senior Notes Due 2000 (None)



Securities registered pursuant to Section 12(g) of the Act:

(None)

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 [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. [_]

The aggregate market value of the voting stock held by non-affiliates of
the registrant as of the close of business on March 18, 1996 was $7,582,227,581.

Number of shares outstanding of registrant's common stock as of March 18, 1996:
Common Stock - $1 par value -- 276,976,350 shares

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the Mattel, Inc. Annual Report to Shareholders for the year
ended December 31, 1995 (Incorporated into Parts I, II and IV).

2. Portions of the Mattel, Inc. 1996 Notice of Annual Meeting of Stockholders
and Proxy Statement, to be filed with the Securities and Exchange Commission
within 120 days after the close of the registrant's fiscal year
(Incorporated into Part III).

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PART I
------


ITEM 1. BUSINESS
- ------- --------

Mattel is the leading worldwide designer, manufacturer and marketer of
toys. 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. Revenues for 1995 of $3.6 billion were a
record level for the Company.

As used herein, unless the context requires otherwise, "Mattel" or the
"Company" refers to Mattel, Inc., and its subsidiaries, and "Fisher-Price"
refers to Fisher-Price, Inc., a Delaware corporation and wholly-owned
subsidiary of Mattel.

Mattel was incorporated in California in 1948 and reincorporated in
Delaware in 1968. Its executive offices are located at 333 Continental
Boulevard, El Segundo, California 90245-5012, telephone (310) 252-2000.


COMPETITION AND INDUSTRY BACKGROUND
- -----------------------------------

Competition in the toy industry is based primarily on price, quality
and play value. In recent years, the toy industry has experienced rapid
consolidation driven, in part, by the desire of industry competitors to
offer a range of products across a broader variety of categories. In the
United States, the Company competes with several large toy companies,
including Hasbro, Inc. and Tyco Toys, Inc., as well as a number of smaller
toy companies. The larger toy companies have pursued a strategy of
focusing on core product lines. Core product lines are those lines which
are expected to be marketed for an extended period of time, and which
historically have provided relatively consistent growth in sales and
profitability. By focusing on core product lines, toy manufacturers have
been able to reduce their reliance on new product introductions and the
associated risk and volatility. The juvenile products market, in which
Fisher-Price is one of the leading companies, is more fragmented. The more
significant competitors in this area include: Gerry Baby Products Company;
Century Products Company; Graco Children's Products, Inc.; Cosco, Inc.; and
Evenflo Juvenile Furniture Company, Inc.

The toy industry is also experiencing a shift toward greater
consolidation of retail distribution channels, such as large specialty toy
stores and discount retailers, including Toys R Us, Wal-Mart, Kmart and
Target, which have increased their overall share of the retail market. This
consolidation has resulted in an increased reliance among retailers on
the large toy companies because of their financial stability and ability to
support products through advertising and promotion and to distribute
products on a national basis. These retailers' growing acceptance of
electronic data interchange has provided toy manufacturers with an ability
to more closely monitor consumers' acceptance of a particular product or
product line.


2


Over the last ten years, toy companies based in the United States have
expanded their international marketing and manufacturing operations. The
Company believes a strong international distribution system can add
significantly to the sales volume of core product lines and extend the life
cycles of newly-developed products.


SEASONALITY
- -----------

Sales of toy products at retail are seasonal, with a majority of
retail sales occurring during the period from September through December.
Consequently, shipments of toy products to retailers are greater in the
third and fourth quarters than in each of the first and second quarters
combined. As the large toy retailers become more efficient in their
control of inventory levels, this seasonality is increasing.

In anticipation of this seasonal increase in retail sales, the Company
significantly increases its production in advance of the peak selling
period, resulting in a corresponding build-up of inventory levels in the
first three quarters of the year. In addition, the Company and others in
the industry develop sales programs, including offering extended payment
terms, to encourage retailers to purchase merchandise earlier in the year.
These sales programs, coupled with seasonal shipping patterns, result in
significant peaks in the third and fourth quarters in the respective levels
of inventories and accounts receivable, which contribute to a seasonal
working capital financing requirement. See "Seasonal Financing."


PRODUCTS
- --------

The Company has achieved consistent sales and earnings growth by
focusing on a number of core product lines supplemented by various new
product introductions. The Company's four strongest core product lines 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 games; and the SCRABBLE game, which the Company owns in markets
outside of the United States and Canada. Core product lines are expected
to be marketed for an extended period of time and historically have
provided relatively consistent growth in sales and profitability. For the
year ended December 31, 1995, core products accounted for approximately 87%
of sales. In order to provide greater flexibility in the manufacture and
delivery of products, and as part of a continuing effort to reduce
manufacturing costs, the Company has concentrated production of most of its
core products in Company-owned facilities and generally uses independent
contractors for the production of non-core products.

With respect to new product introductions, the Company's strategy is
to begin production on a limited basis until a product's initial success
has been proven in the marketplace. The production schedule is then
modified to meet anticipated demand. The Company further limits its risk
by generally having independent contractors manufacture new product lines
in order to minimize capital expenditures associated with new product
introductions. This strategy has reduced inventory risk and significantly
limited the potential loss associated with new product introductions.


3


New product introductions in 1995 included BUTTERFLY PRINCESS BARBIE
doll, STROLLIN' FUN BARBIE and KELLY dolls, Teacher BARBIE doll, BARBIE all
occasion cards that come with a fashion, CABBAGE PATCH KIDS dolls, the
addition of a series of fashion dolls based on the animated feature
"Pocahontas" to the Company's Disney line, the addition of SMUD to the
Company's Nickelodeon line, STREET SHARKS action figures and FISHER-PRICE
outdoor play equipment.

New product introductions in 1996 will include Olympic Gymnast BARBIE
doll, Songbird BARBIE doll, SHOPPIN' FUN BARBIE and KELLY dolls, JEWEL HAIR
MERMAID BARBIE doll, TWIRLING BALLERINA BARBIE doll, BARBIE DREAM HOUSE, a
Victorian-style fold-up house, the addition of a series of fashion dolls
and action figures based on the animated feature "Hunchback of Notre Dame"
to the Company's Disney line, COMPUTER CARS computer disks to the HOT
WHEELS line, CONSTRUX building sets, BARBIE FASHION DESIGNER CD-ROM,
FISHER-PRICE WONDER TOOLS and FISHER-PRICE CREATIVE EFFECTS INSTANT CAMERA
and picture packs.


INTERNATIONAL OPERATIONS
- ------------------------

Revenues from the Company's international operations represented
approximately 40%, 41% and 40% of total consolidated revenues in 1995, 1994
and 1993, respectively. Products which are developed and marketed
successfully in the United States typically generate incremental sales and
profitability when marketed through the Company's international
distribution network. Generally, products marketed internationally are the
same as those marketed domestically, although some are developed or adapted
for particular international markets. The Company sells its products
directly through its marketing operations in Argentina, Australia, Austria,
the Benelux countries, Canada, Chile, Colombia, France, Germany, Greece,
Italy, Japan, Mexico, New Zealand, Portugal, Scandinavia, Spain,
Switzerland, the United Kingdom, Venezuela, and in certain areas of Eastern
Europe and Asia. In addition to direct sales, the Company sells
principally through distributors in certain parts of Latin America, the
Middle East, South Africa and Southeast Asia. It also licenses some of its
products to other toy companies for sale in various other countries. See
"Licenses and Distribution Agreements."

The strength of the US dollar relative to other currencies can
significantly affect the revenues and profitability of the Company's
international operations. The Company hedges a majority of its
intercompany purchases and sales of inventory in order to protect local
cash flows and profitability from currency fluctuations. See "Financial
Instruments." For financial information by geographic area, see Note 8 to
the Consolidated Financial Statements in the Annual Report to Shareholders,
incorporated herein by reference.


4


PRODUCT DESIGN AND DEVELOPMENT
- ------------------------------

Through its product design and development group, the Company
regularly refreshes, redesigns and extends existing product lines and
develops innovative new product lines. The Company's success is dependent
on its ability to continue this activity. Product design and development
are principally conducted by a group of professional designers and
engineers employed by the Company.

License agreements with third parties permit the Company to utilize
the trademark, character or product of the licensor in its product line. A
principal licensor is The Walt Disney Company, which licenses many of its
characters for use on the Company's products. The Company also has entered
into license agreements with, among others, the following: Viacom
International Inc. relating to its Nickelodeon properties; Bluebird Toys
(UK) Ltd.; and Original Appalachian Artworks, Inc. A number of these
licenses relate to product lines that are significant to the Company.

Independent toy designers and developers bring products to the Company
and are generally paid a royalty on the net selling price of products
licensed by the Company. These independent toy designers may also create
different products for other toy companies.

The Company devotes substantial resources to product design and
development. During the years ended December 31, 1995, 1994 and 1993, the
Company expended approximately $111 million, $93 million and $75 million,
respectively, in connection with the design and development of products,
exclusive of royalty payments. See Note 10 to the Consolidated Financial
Statements in the Annual Report to Shareholders, incorporated herein by
reference.


ADVERTISING AND PROMOTION
- -------------------------

The Company supports its product lines with extensive advertising and
consumer promotions. Advertising continues at varying levels throughout
the year and peaks during the Christmas season. Advertising includes
television and radio commercials and magazine and newspaper ads.
Promotions include in-store displays, coupons, merchandising materials and
major events focusing on products and tie-ins with various consumer product
companies. To further promote the Company and its products, the Company
participates in the attractions "It's A Small World" at Disneyland and Walt
Disney World and "Autopia" and "Storybook Land" at Disneyland Paris under a
ten-year agreement with The Walt Disney Company. The Company also participates
in toy stores in Disneyland, near Disneyland Paris and in the Disney Village
Market Place near Walt Disney World. Separately, a total of twenty BARBIE
Boutiques are located in F.A.O. Schwarz toy stores, including the "BARBIE on
Madison" boutique at the F.A.O. Schwarz flagship store in New York City.

During the years ended December 31, 1995, 1994 and 1993, Mattel spent
approximately $584 million (16% of net sales), $516 million (16% of net
sales) and $427 million (16% of net sales), respectively, on worldwide
advertising and promotion.


5


MARKETING AND SALES
- -------------------

The Company's toy products are sold throughout the world. In the
United States, the Company's products are distributed directly to large
retailers, including discount and free-standing toy stores, chain stores
and department stores, and other retail outlets and, to a limited extent,
to wholesalers. Discount and free-standing toy stores continue to increase
their market share. During the year ended December 31, 1995, Toys R Us and
Wal-Mart accounted for approximately 23% and 12%, respectively, of
worldwide consolidated net sales and were the only customers accounting for
10% or more of consolidated net sales.

In general, the Company's major domestic and international customers
review its product lines and product concepts for the upcoming year at
showings beginning in late summer. The Company also participates in the
domestic and international toy industry trade fairs in the first quarter of
the year. A majority of the full-year orders are received by May 1. As is
traditional in the toy industry, these orders may be canceled at any time
before they are shipped. Historically, the greater proportion of shipments
of products to retailers occurs during the third and fourth quarters of the
year. See "Seasonality."

Through its marketing research departments, the Company conducts basic
consumer research and product testing and monitors demographic factors and
trends. This information assists the Company in evaluating consumer
acceptance of products, including an analysis of increasing or decreasing
demand for its products.

The Company bases its production schedules on customer orders,
modified by historical trends, results of market research and current
market information. The actual shipments of products ordered and the
order cancellation rate are affected by consumer acceptance of the product
line, the strength of competing products, marketing strategies of retailers
and overall economic conditions. Unexpected changes in these factors can
result in a lack of product availability or excess inventory in a
particular product line.


MANUFACTURING
- -------------

The Company's products are manufactured in Company-owned facilities
and by independent contractors. Products are also purchased from unrelated
entities that design, develop and manufacture the products. In order to
provide greater flexibility in the manufacture and delivery of products,
and as part of a continuing effort to reduce manufacturing costs, the
Company has concentrated production of most of its core products in the
Company's facilities and generally uses independent contractors for the
production of non-core products.

Mattel's manufacturing facilities are located in the states of
California, Indiana, Kentucky, Georgia, and New York, and in the United
Kingdom, Mexico, the Far East (China, Indonesia and Malaysia) and Italy.
In 1995, the Company opened new factories in Ontario, California and
Augusta, Georgia to manufacture FISHER-PRICE outdoor play equipment. The
Company also utilizes independent contractors to manufacture products in
the United States, Mexico, the Far East and Australia. To protect the
stability of its product supply, the Company produces many of its key
products in more than one facility.


6


All foreign countries in which the Company's products are manufactured
(principally China, Indonesia, Malaysia and Mexico) currently enjoy "most
favored nation" ("MFN") status under US tariff laws, which provides a
favorable category of US import duties. As a result of continuing concerns
in the United States Congress regarding China's human rights policies, and
disputes regarding Chinese trade policies, including the country's
inadequate protection of US intellectual property rights, there has been,
and may be in the future, opposition to the extension of MFN status for
China.

The loss of MFN status for China would result in a substantial
increase in the import duty for toys manufactured in China and imported
into the United States and would result in increased costs for the Company
and others in the toy industry. The impact of such an event on the Company
would be significantly mitigated by the Company's ability to source product
for the US market from countries other than China and ship product
manufactured in China to markets outside the US. Toward that end, the
Company has expanded its production capacity in other countries. A number
of other factors, including the Company's ability to pass along the added
costs through price increases and the pricing policies of vendors in China,
could further mitigate the impact of a loss of China's MFN status.

On February 8, 1994, the European Union ("EU") adopted quotas on the
importation of certain classes of toys (as well as other products)
manufactured in China. The impact of these quotas on the Company's
business has been significantly mitigated by shifts in demand in favor of
toy categories not subject to the quotas, and by the ability of the Company
to source product for the EU from countries other than China and ship
product manufactured in China elsewhere.

With the implementation of the Uruguay Round agreement effective
January 1, 1995, all US duties on dolls and traditional toys were
completely eliminated. Canada also eliminated its tariffs on dolls and most
toy categories in 1995, with the exception of certain toy sets and board games
which will have their duties eliminated over ten years. Meanwhile, both the
EU and Japan began implementing Uruguay Round tariff reductions that, by 1999,
will lower the tariffs on dolls by over 40% in the EU and by 15% in Japan.
The EU and Japan are fully eliminating tariffs on several other toy categories
over a period of ten years.


COMMITMENTS
- -----------

In the normal course of business, the Company enters into contractual
arrangements for future purchases of goods and services to ensure
availability and timely delivery, and to obtain and protect the right to
create and market certain toys. Such arrangements include commitments for
future inventory purchases and royalty payments pursuant to license
agreements. Certain of these purchase agreements and licenses contain
provisions for guaranteed or minimum payments during the terms of the
contracts and licenses. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Commitments" and Note 6 to
the Consolidated Financial Statements in the Annual Report to Shareholders,
incorporated herein by reference.


7


LICENSES AND DISTRIBUTION AGREEMENTS
- ------------------------------------

The Company's level of licensing activity has expanded in recent
years. Royalty expense during the years ended December 31, 1995, 1994 and
1993 was approximately $104 million, $84 million and $69 million,
respectively. See Note 6 to the Consolidated Financial Statements in the
Annual Report to Shareholders, incorporated herein by reference.

The Company also distributes products which are independently designed
and manufactured.


FINANCIAL INSTRUMENTS
- ---------------------

From time to time, the Company enters into foreign currency forward
exchange contracts and swap agreements as hedges for payment of inventory
purchases, collection of sales and various other intercompany transactions.
The contracts are intended to fix a portion of the Company's product cost
and intercompany cash flows, and thereby moderate the impact of foreign
currency fluctuations. The Company does not speculate in foreign
currencies.

For additional information regarding foreign currency contracts, see
Note 6 to the Consolidated Financial Statements in the Annual Report to
Shareholders, incorporated herein by reference.


SEASONAL FINANCING
- ------------------

The Company's financing of seasonal working capital typically grows
throughout the first half of the year and peaks in the third or fourth
quarter, when accounts receivable are at their highest due to increased
sales volume and Company sales programs, and when inventories are at their
highest in anticipation of expected second half sales volume. See
"Seasonality." Domestic borrowings for seasonal financing under the
Company's revolving credit agreement are generally repaid in full by
year-end from cash flows generated in the fourth quarter from sales and
collection of accounts receivable.

The Company maintains and periodically amends or replaces a revolving
credit agreement with a commercial bank group that is utilized to finance
the working capital requirements of its domestic and certain international
operations. The agreement in effect during 1995, which was recently
amended (see below), was renegotiated in the first quarter of 1995 to
increase the total facility to $650.0 million from $500.0 million. Within
the facility, up to $400.0 million was a standard revolving credit line
available for advances and backup for commercial paper issuances (a three-
year facility). Interest was charged at various rates selected by the
Company not greater than the base rate charged by the agent bank, plus a
commitment fee of up to .095% of the unused line available for advances.
The remaining $250.0 million (a three-year facility) was available for
nonrecourse purchases of certain trade accounts receivable of the Company
by the commercial bank group providing the credit line. Outstanding
receivables sold are reduced by collections and cannot exceed the $250.0
million at any time. The agreement required the Company to comply with
certain financial covenants for consolidated debt-to-capital, interest
coverage and tangible net worth levels.


8


Effective in August 1995, the Company entered into an agreement
providing for up to $100.0 million, at each specified purchase date, of
nonrecourse purchases of certain trade accounts receivable of the Company
by a commercial bank.

Effective in March 1996, the Company amended its revolving credit
agreement. The new agreement consists of unsecured facilities providing a
total of $800.0 million in seasonal financing from substantially the same
group of commercial banks. The facilities provide for up to $400.0 million
in advances and backup for commercial paper issuances (a five-year
facility), and up to an additional $400.0 million (a five-year facility)
for nonrecourse purchases of certain trade accounts receivable by the bank
group. In connection with the agreement, the Company is to comply with
certain financial covenants for consolidated debt-to-capital, interest
coverage and tangible net worth levels.

The Company believes the amounts available to it under its revolving
credit agreement and foreign credit lines will be adequate to meet its
seasonal financing requirements.


RAW MATERIALS
- -------------

Packaging materials, most plastics and zinc, which are essential to
the production and marketing of toy products, are currently in adequate
supply. These and other raw materials are generally available from a
number of suppliers.

Prices for resin and packaging were highly volatile in 1995. Resin
and packaging prices generally rose during the first three quarters of
1995, but decreased dramatically by the close of the fourth quarter of
1995. While management believes that resin and packaging prices have
temporarily stabilized, there can be no assurance that the volatility
experienced in 1995 will not continue, resulting in a material impact on
the Company's gross margins and earnings.


TRADEMARKS, COPYRIGHTS, AND PATENTS
- -----------------------------------

Most of the Company's products are sold under trademarks, trade names
and copyrights and a number of those products incorporate patented devices
or designs. Trade names and trademarks are significant assets to the
Company in that they provide product recognition and acceptance worldwide.

The Company customarily seeks patent, trademark or copyright
protection covering its products, and it owns or has applications pending
for United States and foreign patents covering many of its products. A
number of these trademarks and copyrights relate to product lines that are
significant to the Company, and the Company believes its rights to these
properties are adequately protected.


9


The Company also licenses various of its trademarks, characters and
other property rights to others for use in connection with the sale by
others of non-toy and other products which do not compete with the
Company's products.


GOVERNMENT REGULATIONS
- ----------------------

The Company's toys are subject to the provisions of the Consumer
Product Safety Act, the Federal Hazardous Substances Act and the Flammable
Fabrics Act, and the regulations promulgated thereunder. The Consumer
Product Safety Act and the Federal Hazardous Substances Act enable the
Consumer Product Safety Commission (the "CPSC") to exclude from the market
consumer products that fail to comply with applicable product safety
regulations or otherwise create a substantial risk of injury, and articles
that contain excessive amounts of a banned hazardous substance. The
Flammable Fabrics Act enables the CPSC to regulate and enforce flammability
standards for fabrics used in consumer products. The CPSC may also require
the repurchase by the manufacturer of articles which are banned. Similar
laws exist in some states and cities and in various international markets.

Fisher-Price's car seats are subject to the provisions of the National
Highway Transportation Safety Act, which enables the National Highway
Traffic Safety Administration ("NHTSA") to promulgate performance standards
for child restraint systems. Fisher-Price conducts periodic tests to
ensure that its child restraint systems meet applicable standards. A
Canadian agency, Transport Canada, also regulates child restraint systems
sold for use in Canada. As with the CPSC, NHTSA and Transport Canada can
require the recall and repurchase or repair of products which do not meet
their respective standards.

The Company maintains a quality control program to ensure product
safety compliance with the various federal, state and international
requirements.


EFFECTS OF INFLATION
- --------------------

Inflation rates in the US and major foreign countries in which the
Company operates have not had a significant impact on operating results for
the three years ended December 31, 1995. The US Consumer Price Index
increased 2.5% in 1995, and 2.7% in both 1994 and 1993. The Company is
afforded some protection from the impact of inflation as a result of high
turnover of inventories and benefited from inflation on the repayment of
fixed-rate liabilities during these periods.


EMPLOYEES
- ---------

The total number of persons employed by the Company and its
subsidiaries at any one time varies because of the seasonal nature of its
manufacturing operations. At December 31, 1995, the Company's total number
of employees, including its international operations, was approximately
25,000.


10


EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------

The executive officers of the Company, all of whom are appointed annually
by the Board of Directors and serve at the pleasure of the Board, are as
follows:



EXECUTIVE
OFFICER
NAME AGE POSITION SINCE
- --------------------- --- ------------------------------- ---------

John W. Amerman 64 Chairman of the Board & 1980
Chief Executive Officer

Jill E. Barad 44 President & Chief Operating 1984
Officer and a Director of
Mattel, Inc.

James A. Eskridge 53 Group President, Mattel, Worldwide 1988
and a Director of Mattel, Inc.

Ned Mansour 47 President, Mattel - USA & Secretary 1992

Byron Davis 48 President, Fisher-Price, Inc. 1995

Joseph C. Gandolfo 53 President, Mattel Operations 1990

William J. Quinlan 51 President, ARCOTOYS 1995

Francesca Luzuriaga 41 Executive Vice President & 1994
Chief Financial Officer

E. Joseph McKay 55 Senior Vice President, Human 1993
Resources

John T. Phippen 51 Senior Vice President & 1995
Chief Information Officer

Gary P. Rolfes 44 Senior Vice President 1993
& Controller

William Stavro 56 Senior Vice President 1993
& Treasurer



Mr. Amerman has been Chairman of the Board & Chief Executive Officer since
February 1987 and a member of the Board of Directors since November 1985.
Prior to that he served as President of Mattel International.


11


Ms. Barad has been President & Chief Operating Officer since August 1992
and a member of the Board of Directors since November 1991. From December
1989 until August 1992, she was President, Mattel USA. Prior to that she
served in various executive positions in the Marketing, Product Design and
Product Development areas.

Mr. Eskridge has been a member of the Board of Directors since February
1993 and Group President, Mattel, Worldwide since April 1995. Prior to
that he was President of Fisher-Price, Inc. and Executive Vice President &
Chief Financial Officer of Mattel, Inc.

Mr. Mansour has been President, Mattel-USA & Secretary since February 1996.
From April 1995 to February 1996, he was Executive Vice President, Chief
Administrative Officer, General Counsel & Secretary. From February 1993
until April 1995, he was Senior Vice President, General Counsel &
Secretary. From May 1992 until February 1993, he was Senior Vice President
& General Counsel and from April 1991 until May 1992, he was Vice President
& Associate General Counsel. Prior to that he was Vice President &
Assistant General Counsel.

Mr. Davis has been President, Fisher-Price, Inc. since April 1995. From
March 1993 to April 1995, he served as President - Toys, Fisher-Price.
Prior to that, he served as Senior Vice President - Sales of Fisher-Price
from June 1991 to March 1993.

Mr. Gandolfo has been President, Mattel Operations, since April 1990.

Mr. Quinlan has been President, ARCOTOYS since January 1992. From October
1985 to January 1992, he served as Chief Financial Officer, ARCOTOYS.

Ms. Luzuriaga has been Executive Vice President & Chief Financial Officer
since December 1995. From March 1989 until December 1995, she served in
several senior managerial positions at Mattel, including Controller,
Treasurer and Executive Vice President, Finance.

Mr. McKay has been Senior Vice President, Human Resources since November
1993. From December 1991 until November 1993, he was Vice President, Human
Resources. He was Senior Director Human Resources from March 1991 to
December 1991. Prior to that he was Vice President Human Resources-
Administration of Mileage Plus, Inc.

Mr. Phippen has been Senior Vice President & Chief Information Officer
since June 1993. From February 1991 to June 1993, he served as Senior Vice
President - Information Systems.

Mr. Rolfes has been Senior Vice President & Controller since November 1993.
From June 1993 to November 1993, he was Vice President & Controller. Prior
to that he held various executive positions within the finance department.

Mr. Stavro has been Senior Vice President & Treasurer since May 1995. From
November 1993 to May 1995, he was Vice President & Treasurer. From March
1992 to November 1993, he was Vice President & Assistant Treasurer. Prior
to that he was Assistant Treasurer for more than five years.


12


ITEM 2. PROPERTIES
- ------- ----------

Mattel owns its corporate headquarters consisting of approximately
335,000 square feet in El Segundo, California, which is subject to a $45.0
million mortgage. Mattel also leases buildings in El Segundo consisting
of approximately 300,000 square feet, which are primarily used for its
design and development and audio visual departments. Fisher-Price owns its
headquarters facilities in East Aurora, New York, consisting of
approximately 290,000 square feet.

The Company maintains sales offices in California, Illinois, New York
and Texas, and warehouse and distribution facilities in California,
Georgia, Indiana, Kentucky, Tennessee and Texas. The Company owns a
computer facility in Phoenix, Arizona. Internationally, the Company has
offices and/or warehouse space in Argentina, Australia, Belgium, Canada,
Colombia, Chile, Denmark, France, Germany, Greece, Hong Kong and in certain
other areas of Asia, Italy, Japan, Mexico, The Netherlands, New Zealand,
Spain, Switzerland, the United Kingdom and Venezuela. The Company's
principal manufacturing facilities are located in China, Indonesia, Italy,
Malaysia, Mexico, the United Kingdom and the United States. See
"Manufacturing."

Most of the Company's facilities are occupied under long-term leases
and, for the most part, are fully utilized, although excess manufacturing
capacity exists from time to time based on product mix and demand. With
respect to leases which are scheduled to expire during the next twelve
months, the Company may negotiate new lease agreements, renew leases or
utilize alternative facilities.


ITEM 3. LEGAL PROCEEDINGS
- ------- -----------------

The Company's Fisher-Price subsidiary has executed a consent order
with the State of New York involving a remedial action/feasibility study
for voluntary cleanup of contamination at one of its manufacturing plants.
The ultimate liability associated with this cleanup presently is estimated
to be less than $1,425,000, approximately $794,000 of which has been
incurred through December 31, 1995.

The Company is involved in various litigation and other legal matters
which are being defended and handled in the ordinary course of business.
None of these matters is expected to result in outcomes having a material
adverse effect on the Company's liquidity, operating results or
consolidated financial position.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------

None


13


PART II
-------


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
- ------- STOCKHOLDER MATTERS
-----------------------------------------------------

For information regarding the markets in which the Company's common
stock is traded, see the cover page hereof, and for information regarding
the high and low sales prices of the Company's common stock for the last
two calendar years, see Note 9 to the Consolidated Financial Statements in
the Annual Report to Shareholders, incorporated herein by reference.

As of March 1, 1996, the Company had approximately 37,000 holders of
record of its common stock.

In January of 1994, the Company paid dividends of $0.031 per share,
and in April, July and October 1994 and January 1995, the Company paid
dividends of $0.038 per share. The Company paid per share dividends of
$0.048 in April, July and October 1995. The dividends have been adjusted
to reflect five-for-four stock splits which the Company declared on its
common stock to holders of record on December 17, 1993, January 6, 1995 and
February 16, 1996.


ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------

The information under the caption "Five-Year Financial Summary" on
page 27 in the Annual Report to Shareholders is incorporated herein by
reference.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- RESULTS OF OPERATIONS
---------------------------------------------------------------

The information under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 28
through 31 in the Annual Report to Shareholders is incorporated herein by
reference.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------

The consolidated financial statements of Mattel, Inc. and
Subsidiaries, together with the report of Price Waterhouse LLP dated
February 6, 1996, included on pages 32 through 51 in the Annual Report to
Shareholders are incorporated herein by reference.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- FINANCIAL DISCLOSURE
---------------------------------------------------------------

None


14


PART III
--------


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------

Information required under this Item relating to members of the Board
of Directors is incorporated by reference herein from the Company's 1996
Notice of Annual Meeting of Stockholders and Proxy Statement. The
information with respect to executive officers of the Company appears under
the heading "Executive Officers of the Registrant" in Part I herein.


ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------

The information required under this Item is incorporated by reference
herein from the Company's 1996 Notice of Annual Meeting of Stockholders and
Proxy Statement.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------

The information required under this Item is incorporated by reference
herein from the Company's 1996 Notice of Annual Meeting of Stockholders and
Proxy Statement.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------

The information required under this Item is incorporated by reference
herein from the Company's 1996 Notice of Annual Meeting of Stockholders and
Proxy Statement.


15


PART IV
-------


ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
- -------- -------------------------------------------------------

(a) The following documents are filed as part of this report:

Annual Report
Page Number(1)
-------------
(1) Financial Statements

Consolidated Balance Sheets as of 32-33
December 31, 1995 and 1994

Consolidated Statements of Income for 34
the years ended December 31, 1995,
1994 and 1993

Consolidated Statements of Cash Flows for 35
the years ended December 31, 1995,
1994 and 1993

Consolidated Statements of Shareholders' 36
Equity for the years ended December 31, 1995,
1994 and 1993

Notes to Consolidated Financial Statements 37-50

Report of Price Waterhouse LLP, Independent 51
Accountants to the Company


1
Incorporated by reference from the indicated pages of the Annual
Report to Shareholders for the year ended December 31, 1995. With the
exception of the information incorporated by reference in Items 1, 5, 6, 7,
8 and 14 of this report, the Annual Report to Shareholders is not deemed
filed as part of this report.


16



(2) Financial Statement Schedule for the years ended December 31, 1995,
1994 and 1993 (1)

Schedule II - Valuation and Qualifying Accounts and Allowances


(3) Exhibits (Listed by numbers corresponding to Item 601 of Regulation S-K)

3.0 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.0 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1993)

3.1 By-laws of the Company, as amended to date (incorporated by
reference to Exhibit 3.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1992)

4.0 Rights Agreement, dated as of February 7, 1992, between the
Company and The First National Bank of Boston, as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated February 12, 1992)

(The Company has not filed certain long-term debt instruments
under which the principal amount of securities authorized to be
issued does not exceed 10% of the total assets of the Company.
Copies of such agreements will be provided to the Securities
and Exchange Commission upon request.)

10.0 Credit Agreement dated as of March 10, 1995 among the Company,
the Banks named therein and Bank of America National Trust and
Savings Association, as Agent (incorporated by reference to
Exhibit 99.5 to the Company's Current Report on Form 8-K dated
March 21, 1995)

10.1* First Amendment to Credit Agreement dated as of March 11, 1996
among the Company, the Banks named therein and Bank of America
National Trust and Savings Association, as Agent

10.2 Second Amended and Restated Transfer and Administration
Agreement dated as of March 10, 1995 among the Company, Mattel
Sales Corp., Fisher-Price, Inc., the Banks named therein and
NationsBank of Texas, N.A., as Agent (incorporated by reference
to Exhibit 99.6 to the Company's Current Report on Form 8-K
dated March 21, 1995)

10.3 First Amendment to Second Amended and Restated Transfer and
Administration Agreement dated as of March 10, 1995 among the
Company, Mattel Sales Corp., Fisher-Price, Inc., the Banks
named therein and NationsBank of Texas, N.A., as Agent
(incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1995)


- -------------------
1
All other schedules are omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.


17


10.4* Second Amendment to Second Amended and Restated Transfer and
Administration Agreement dated as of March 11, 1996 among the
Company, Mattel Sales Corp., Fisher-Price, Inc., the Banks
named therein and NationsBank of Texas, N.A., as Agent.

10.5 Receivables Purchase Agreement dated as of August 29, 1995
among the Company, Mattel Sales Corp., Fisher-Price, Inc., and
Bank of America N.T.S.A. (incorporated by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995)

10.6 Stock Purchase Agreement dated as of October 20, 1995 by and
between Mattel, Inc. and Marine Midland Bank, as sub-trustee of
the International Games, Inc. Employee Stock Ownership Trust
(incorporated by reference to Exhibit 10.3 to the Company's
quarterly Report on Form 10-Q for the quarter ended September
30, 1995)

10.7 Underwriting Agreement dated May 19, 1993 between the Company,
Morgan Stanley & Co. Incorporated and Kidder, Peabody & Co.
Incorporated (incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993)

10.8 Stock Subscription Warrant dated as of June 28, 1991 between
Fisher-Price, Inc. and certain investors (incorporated by
reference to Exhibit 4(c) to Fisher-Price's Report on Form 10-K
for the transition period from July 1, 1991 to December 29,
1991)

10.9 Underwriting Agreement dated July 31, 1992 between the Company,
Morgan Stanley & Co. Incorporated and Kidder, Peabody & Co.
Incorporated (incorporated by reference to Exhibit 10.5 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992)

10.10 Distribution Agreement dated September 19, 1994 among the
Company, Morgan Stanley & Co. Incorporated and CS First Boston
Corporation (incorporated by reference to Exhibit 99.0 to the
Company's Current Report on Form 8-K dated September 20, 1994)

Executive Compensation Plans and Arrangements of the Company
- ------------------------------------------------------------

10.11 Form of Indemnity Agreement between Mattel and its directors
and certain of its executive officers (incorporated by
reference to Exhibit B to Notice of Annual Meeting of
Stockholders of the Company dated March 24, 1987)

10.12 Form of Employment Agreement between the Company and certain
executive officers (incorporated by reference to Exhibit 10.6
of Amendment No. 1 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 26, 1987)


18


10.13 Form of Employment Agreement between the Company and certain
executive officers (incorporated by reference to Exhibit 10.8
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992)

10.14 Form of Amended & Restated Employment Agreement between the
Company and certain executive officers (incorporated by
reference to Exhibit 10.13 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993)

10.15* Mattel, Inc. Management Incentive Plan

10.16* Mattel, Inc. Long-Term Incentive Plan

10.17 Mattel, Inc. Financial Security Program Agreement for certain
officers (incorporated by reference to Exhibit 10.7 of the
Company's Registration Statement No. 2-95161 on Form S-1, filed
January 7, 1985)

10.18 Form of Deferred Compensation Plan for Directors (incorporated
by reference to Exhibit No. 10.11 of Amendment No. 1 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 26, 1987)

10.19 Mattel, Inc. 1990 Stock Option Plan (incorporated by reference
to Exhibit A to the Notice of Annual Meeting of Stockholders
and Proxy Statement of the Company dated March 15, 1990)

10.20 Amendment No. 1 to the Mattel, Inc. 1990 Stock Option Plan
(incorporated by reference to the information under the heading
"Amendment to Mattel 1990 Stock Option Plan" on page F-1 of the
Joint Proxy Statement/Prospectus of the Company and Fisher-
Price included in the Company's Registration Statement on Form
S-4, Registration Statement No. 33-50749)

10.21 Amendment No. 2 to the Mattel 1990 Stock Option Plan
(incorporated by reference to Exhibit A to the Company's Proxy
Statement dated March 22, 1995)

10.22 Form of Award Agreement evidencing award of stock appreciation
rights granted pursuant to the Company's 1990 Stock Option Plan
to certain executive officers of the Company ("Award
Agreement") (incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1991)

10.23 Form of First Amendment to Award Agreement (incorporated by
reference to Exhibit 10.21 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993)

10.24 Notice of Grant of Stock Options and Grant Agreement
(incorporated by reference to Exhibit 99.0 to the Company's
Current Report on Form 8-K dated May 31, 1994)


19


10.25 Grant Agreement for a Non-Qualified Stock Option (incorporated
by reference to Exhibit 99.1 to the Company's Current Report on
Form 8-K dated May 31, 1994)

10.26 Award Cancellation Agreement (incorporated by reference to
Exhibit 99.2 to the Company's Current Report on Form 8-K dated
May 31, 1994)

10.27 Form of Restricted Stock Award Agreement under the Mattel 1990
Stock Option Plan (incorporated by reference to Exhibit 10.22
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993)

10.28 Mattel, Inc. Supplemental Executive Retirement Plan effective
as of October 7, 1990 (incorporated by reference to Exhibit
10.10 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990)

10.29 Mattel, Inc. Supplemental Executive Retirement Plan effective
as of April 1, 1994 (incorporated by reference to Exhibit 99.7
to the Company's Current Report on Form 8-K dated March 21,
1995)

10.30 Description of the Mattel, Inc. Deferred Compensation Plan for
Officers (incorporated by reference to Exhibit 10.16 to the
Mattel, Inc. Annual Report on Form 10-K for the year ended
December 31, 1991)

10.31 Fisher-Price, Inc. Matching Savings Plan, 1994 Restatement
(incorporated by reference to Exhibit 99.8 to the Company's
Current Report on Form 8-K dated March 21, 1995)

10.32 The Fisher-Price, Inc. Pension Plan (1989 Restatement)
(incorporated by reference to Exhibit 10(l) to Fisher-Price's
Registration Statement on Form 10 dated June 28, 1991)

10.33 Mattel, Inc. Personal Investment Plan, 1993 Restatement
(incorporated by reference to Exhibit 99.9 to the Company's
Current Report on Form 8-K dated March 21, 1995)

10.34 First Amendment to the Mattel, Inc. Personal Investment Plan,
1993 Restatement (incorporated by reference to Exhibit 99.10 to
the Company's Current Report on Form 8-K dated March 21, 1995)

10.35 Second Amendment to the Mattel, Inc. Personal Investment Plan
(incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995)

10.36 Third Amendment to the Mattel, Inc. Personal Investment Plan
(incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995)

20


10.37 Fourth Amendment to the Mattel, Inc. Personal Investment Plan
(incorporated by reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1995)

10.38 Mattel, Inc. Hourly Personal Investment Plan (incorporated by
reference to Exhibit 10.1 to the Company's Registration
Statement on Form S-8 dated February 20, 1996)

11.0* Computation of Income per Common and Common Equivalent Share

13.0* Pages 26 through 53 of the Mattel, Inc. Annual Report to
Shareholders for the year ended December 31, 1995

21.0* Subsidiaries of the Registrant

23.0* Consent of Price Waterhouse LLP

24.0* Power of Attorney (on page 23 of Form 10-K)

27.0* Financial Data Schedule (EDGAR filing only)

(b) Reports on Form 8-K

Mattel, Inc. filed the following Current Report on Form 8-K
during the quarterly period ended December 31, 1995:

Financial
Date of Report Items Reported Statements Filed
------------------ -------------- ----------------
October 17, 1995 5, 7 None

(c) Exhibits Required by Item 601 of Regulation S-K

See Item (3) above

(d) Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts and Allowances

Copies of Form 10-K (which includes Exhibit 24.0), Exhibits
11.0, 13.0, 21.0 and 23.0 and the Annual Report to
Shareholders are available to stockholders of the Company
without charge. Copies of other Exhibits can be obtained by
stockholders of the Company upon payment of twelve cents per
page for such Exhibits. Written requests should be sent to
Secretary, Mattel, Inc., 333 Continental Boulevard,
El Segundo, California 90245-5012.


- -------------------
* Filed herewith.


21



SIGNATURES
----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


MATTEL, INC.
Registrant

By: /s/ Gary P. Rolfes
-------------------------
GARY P. ROLFES
Senior Vice President and
Date: As of March 22, 1996 Controller
--------------------


22



POWER OF ATTORNEY
-----------------


We, the undersigned directors and officers of Mattel, Inc. do hereby
severally constitute and appoint John W. Amerman, Ned Mansour, Leland P.
Smith 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 directors and officers 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 Corporation 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 10-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,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.




Signature Title Date
- --------- ----- ----

/s/ John W. Amerman Chairman of the Board March 22, 1996
- ------------------- and Chief Executive Officer
JOHN W. AMERMAN

/s/ Francesca Luzuriaga Executive Vice President March 22, 1996
- ----------------------- and Chief Financial Officer
FRANCESCA LUZURIAGA (principal financial officer)

/s/ Jill E. Barad Director, President and March 22, 1996
- ----------------- Chief Operating Officer
JILL E. BARAD


23


Signature Title Date
- --------- ----- ----

/s/ Harold Brown Director March 22, 1996
- ----------------
HAROLD BROWN

/s/ James A. Eskridge Director and Group President, March 22, 1996
- --------------------- Mattel, Worldwide
JAMES A. ESKRIDGE

Director
- ---------------------
TULLY M. FRIEDMAN

/s/ Ronald M. Loeb Director March 22, 1996
- ------------------
RONALD M. LOEB

/s/ Edward H. Malone Director March 22, 1996
- --------------------
EDWARD H. MALONE

/s/ Edward N. Ney Director March 22, 1996
- -----------------
EDWARD N. NEY

/s/ William D. Rollnick Director March 22, 1996
- -----------------------
WILLIAM D. ROLLNICK

/s/ Christopher A. Sinclair Director March 22, 1996
- ---------------------------
CHRISTOPHER A. SINCLAIR

/s/ John L. Vogelstein Director March 22, 1996
- ----------------------
JOHN L. VOGELSTEIN



24


REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
---------------------------------



To the Board of Directors of Mattel, Inc.


Our audits of the consolidated financial statements referred to in our
report dated February 6, 1996 appearing on page 51 of the December 31, 1995
Annual Report to Shareholders of Mattel, Inc. (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the Financial
Statement Schedule listed in Item 14(a)(2) of this Form 10-K. In our opinion,
based on our audits, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.




/s/ PRICE WATERHOUSE LLP
- ------------------------
Los Angeles, California
February 6, 1996


25



MATTEL, INC. AND SUBSIDIARIES SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS AND ALLOWANCES

(In thousands)



Balance at Additions Balance
Beginning Charged to Net at End
of Year Operations Deductions of Year
---------- ---------- ---------- --------
Allowance for
Doubtful Accounts
- --------------------

Year Ended
December 31, 1995 $ 16,100 $ 14,682 $ (19,994)(a) $ 10,788

Year Ended
December 31, 1994 21,024 7,282 (12,206)(a) 16,100

Year Ended
December 31, 1993 35,115 4,169 (18,260)(a) 21,024




Allowance for
Inventory Obsolescence
- -------------------------

Year Ended
December 31, 1995 $ 28,536 $ 40,368 $ (46,153)(b) $ 22,751

Year Ended
December 31, 1994 19,432 37,039 (27,935)(b) 28,536

Year Ended
December 31, 1993 16,109 32,084 (28,761)(b) 19,432




(a) Includes write-offs, recoveries of previous write-offs, and currency
translation adjustments.

(b) Includes write-downs and currency translation adjustments.


26