Form 11-K
Table of Contents

 

UNITED STATES

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, 2004.

 

¨ 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 EMPLOYEE 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

 



Table of Contents

MATTEL, INC. PERSONAL INVESTMENT PLAN

AND MATTEL, INC. HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN

 

December 31, 2004 and 2003

 

     Page

Report of Independent Registered Public Accounting Firm

   1

Financial Statements:

    

Statements of Net Assets Available for Benefits at December 31, 2004 and 2003

   2

Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2004 and 2003

   3-4

Notes to Financial Statements

   5-9

Supplemental Schedules:

    

Schedules of Assets (Held at End of Year) at December 31, 2004

   10-11

Exhibits:

    

23.0 Consent of Independent Registered Public Accounting Firm

    


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Participants and Administrator of the

Mattel, Inc. Personal Investment Plan and the

Mattel, Inc. Hourly Employee 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 present fairly, in all material respects, the net assets available for benefits of the Mattel, Inc. Personal Investment Plan and the Mattel, Inc. Hourly Employee Personal Investment Plan (collectively the “Plans”) at December 31, 2004 and 2003, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 our opinion.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedules of Assets (Held at End of Year) are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plans’ management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ PRICEWATERHOUSECOOPERS LLP

 

PricewaterhouseCoopers LLP

Los Angeles, California

June 28, 2005

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

AND MATTEL, INC. HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

     December 31, 2004

     PIP

   Hourly PIP

ASSETS

             

Investments held in Master Trust (Note 6)

   $ 555,846,000    $ 1,345,000

Participant loans receivable

     7,794,000      36,000

Receivables:

             

Employer contributions

     833,000      14,000

Employee contributions

     966,000      4,000

Due from brokers for securities sold

     127,000      —  

Interest and dividends

     182,000      —  
    

  

Total receivables

     2,108,000      18,000
    

  

Total assets

     565,748,000      1,399,000
    

  

LIABILITIES

             

Accrued expenses

     87,000      —  

Due to brokers for securities purchased

     75,000      —  
    

  

Total liabilities

     162,000      —  
    

  

Net assets available for benefits

   $ 565,586,000    $ 1,399,000
    

  

     December 31, 2003

     PIP

   Hourly PIP

ASSETS

             

Investments held in Master Trust (Note 6)

   $ 511,215,000    $ 944,000

Participant loans receivable

     7,814,000      20,000

Receivables:

             

Employer contributions

     434,000      7,000

Employee contributions

     464,000      2,000

Interest and dividends

     156,000      —  
    

  

Total receivables

     1,054,000      9,000
    

  

Total assets

     520,083,000      973,000
    

  

LIABILITIES

             

Accrued expenses

     98,000      —  

Due to brokers for securities purchased

     502,000      —  
    

  

Total liabilities

     600,000      —  
    

  

Net assets available for benefits

   $ 519,483,000    $ 973,000
    

  

 

The accompanying notes are an integral part of these financial statements.

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

AND MATTEL, INC. HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the Year Ended December 31, 2004

 

     PIP

    Hourly PIP

 

Additions

                

Investment income:

                

Interest

   $ 9,196,000     $ 25,000  

Dividends

     3,835,000       4,000  

Net appreciation in fair value of investments

     29,231,000       41,000  
    


 


Total investment income

     42,262,000       70,000  
    


 


Contributions:

                

Employer

     21,782,000       345,000  

Employee

     25,385,000       116,000  
    


 


Total contributions

     47,167,000       461,000  
    


 


Total additions

     89,429,000       531,000  
    


 


Deductions

                

Benefits paid to participants

     (42,847,000 )     (109,000 )

Administrative expenses

     (474,000 )     (1,000 )
    


 


Total deductions

     (43,321,000 )     (110,000 )
    


 


Net increase before transfer of assets

     46,108,000       421,000  

Transfer of assets between the Plans

     (5,000 )     5,000  
    


 


Net increase

     46,103,000       426,000  

Net assets available for benefits:

                

Beginning of year

     519,483,000       973,000  
    


 


End of year

   $ 565,586,000     $ 1,399,000  
    


 


 

The accompanying notes are an integral part of these financial statements.

 

3


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MATTEL, INC. PERSONAL INVESTMENT PLAN

AND MATTEL, INC. HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the Year Ended December 31, 2003

 

     PIP

    Hourly PIP

 

Additions

                

Investment income:

                

Interest

   $ 10,423,000     $ 17,000  

Dividends

     2,384,000       1,000  

Net appreciation in fair value of investments

     53,980,000       87,000  
    


 


Total investment income

     66,787,000       105,000  
    


 


Contributions:

                

Employer

     19,477,000       324,000  

Employee

     23,017,000       84,000  
    


 


Total contributions

     42,494,000       408,000  
    


 


Total additions

     109,281,000       513,000  
    


 


Deductions

                

Benefits paid to participants

     (33,057,000 )     (225,000 )

Administrative expenses

     (478,000 )     —    
    


 


Total deductions

     (33,535,000 )     (225,000 )
    


 


Net increase before transfer of assets

     75,746,000       288,000  

Transfer of assets between the Plans

     (112,000 )     112,000  
    


 


Net increase

     75,634,000       400,000  

Net assets available for benefits:

                

Beginning of year

     443,849,000       573,000  
    


 


End of year

   $ 519,483,000     $ 973,000  
    


 


 

The accompanying notes are an integral part of these financial statements.

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

AND MATTEL, INC. HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

1. General Description of the Plans

 

Mattel, Inc. (the “Company”) maintains two separate savings plans, the assets of 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 Employee Personal Investment Plan (the “Hourly PIP”, and collectively the “Plans”) is provided for general information only. Participants should refer to the respective plan documents for a more complete description of specific plan provisions.

 

General

 

The PIP, established November 1, 1983, is a contributory thrift savings form of a defined contribution plan that covers
non-union employees of the Company and certain of its subsidiaries. The Hourly PIP, established July 1, 1996, is a similar type of savings plan that covers certain non-union hourly employees of the Company and its subsidiaries. The Master Trust was established on July 1, 1996 to coincide with the creation of the Hourly PIP.

 

The Plans are sponsored by the Company under the direction of the Pension Committee of its Board of Directors. The Plans’ assets are held by Wells Fargo Bank Minnesota, N.A. (“Wells Fargo” or the “Trustee”).

 

Contributions

 

For PIP participants, excluding participants who are employees of Fisher-Price, Inc. and, prior to July 1, 2003,
American Girl, Inc. (successor to the assets and business of Pleasant Company), the Company makes automatic contributions ranging from three percent to eight percent of compensation based on participants’ ages, regardless of whether the participants elect to personally contribute to the PIP. For all PIP participants, the Company makes matching contributions equal to 100 percent of the first two percent of compensation and 50 percent of the next four percent of compensation contributed by participants. PIP participants who are not classified as “highly compensated employees” under the Internal Revenue Code can contribute up to an additional 74 percent of compensation, with no matching contributions by the Company. PIP participants who are classified as “highly compensated employees” can contribute up to an additional 14 percent of compensation, with no matching contributions by the Company.

 

For Hourly PIP participants, excluding, prior to July 1, 2003, participants who are employees of American Girl, Inc. (successor to the assets and business of Pleasant Company), the Company makes automatic contributions ranging from three percent to eight percent of compensation based on participants’ ages, regardless of whether the participants elect to personally contribute to the Hourly PIP. The Company makes matching contributions equal to 100 percent of the first two percent of compensation and 50 percent of the next four percent of compensation contributed by participants. Participants can contribute up to an additional 74 percent of compensation, with no matching contributions by the Company.

 

All contributions made to the Plans are subject to annual limitations imposed by the Internal Revenue Code.

 

PIP and Hourly PIP participants are able to direct all contributions into one or more of 13 separate investment funds: a stable asset fund, a large cap equity value fund, a large cap equity growth fund, a Wilshire 5000 equity index fund, a S&P 500 equity index fund, a Russell 2000 equity index fund, a small cap equity value fund, a small cap equity growth fund, an international equity fund, a global equity fund, a Mattel stock fund, an intermediate-term bond index fund, and a long-term US government bond fund. Participants can invest a maximum of 50 percent of total contributions in the Mattel stock fund. In addition, participants cannot transfer more than 50 percent of their account balance to the Mattel stock fund; however, employees are not required to allocate any funds to the Mattel stock fund, which allows employees to limit or eliminate their exposure to market changes in Mattel’s stock price.

 

Vesting

 

Participants are immediately vested in their contributions plus earnings thereon. Participants vest in the Company’s contributions plus earnings thereon after three years of credited service. Participants who terminate due to retirement at or after the age of 65, permanent and total disability, or death, become fully vested in the balances of their accounts.

 

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Participant Loans Receivable

 

Participants can borrow from their accounts a minimum of $2,000 and a maximum equal to the lesser of $50,000 or 50 percent of the vested balance of their account. Loan terms range from one to five years, but can range from one to fifteen years if the loan proceeds are used for the purchase of a primary residence. The loans are secured by the vested balance of accounts and bear interest at the prime rate plus one percent set at the beginning of the month in which the loan is granted, which is fixed for the duration of the loan. At both December 31, 2004 and 2003, interest rates on loans outstanding ranged from five percent to eleven percent. Principal and interest are paid ratably through payroll deductions.

 

Participant Accounts

 

Participant accounts are credited with the participants’ contributions and allocations of (a) the Company’s contributions and (b) the Plans’ earnings. Allocations of the Company’s contributions are based on the fund percentages to which the participants choose to allocate their contributions. Allocations of the Plans’ earnings are based on the funds’ earnings and the percentage of the funds the participants choose to hold. Participants are entitled to the vested balance of their account. Terminated participants’ nonvested balances are forfeited and used to reduce Company contributions in the future. Nonvested forfeitures for PIP were $843,000 in 2004 and $692,000 in 2003. Nonvested forfeitures for Hourly PIP were $52,000 in 2004 and $8,000 in 2003.

 

Payment of Benefits

 

Participants or beneficiaries of participants who terminate due to retirement, disability, death, or other reasons are allowed to receive a lump-sum payment equal to the vested balance of their account. Participants who terminate at or after age 55 with at least 5 years of service, in addition to the right to receive a lump-sum payment, are allowed to receive payment in installments over a period of 5, 10 or 15 years; participants can receive the payments on a monthly, quarterly, or annual basis. Participants can withdraw the vested balance of their account before retirement in limited circumstances and subject to restrictions of the Plans.

 

Expenses of the Plans

 

Investment manager expenses are allocated to the funds and paid by the Plans, with all other expenses paid by the Company. Expenses paid by the Company were nominal in 2004 and 2003.

 

2. Summary of Significant Accounting Policies

 

Basis of Accounting

 

The financial statements of the Plans are prepared using the accrual basis of accounting. Beginning January 1, 2003, the Hourly PIP financial statements include the account balances and activity for all individuals that participated in the Hourly PIP at any time during that particular year, and the PIP financial statements include all other participant balances and activity.

 

Valuation of Investments and Participant Loans Receivable

 

Investments in the large cap equity value fund, large cap equity growth fund, Wilshire 5000 equity index fund, S&P 500 equity index fund, Russell 2000 equity index fund, small cap equity value fund, small cap equity growth fund, international equity fund, global equity fund, Mattel stock fund, intermediate-term bond index fund, and long-term US government bond fund are stated at fair value using quoted market prices. Investments in the stable asset fund, which holds primarily guaranteed investment contracts, are valued at contract value. Contract value represents the purchase price of guaranteed investment contracts, plus interest at the contract rate, less administrative expenses charged by the insurance companies. At December 31, 2004 and 2003, no reserves are considered necessary for any potential credit risk or other risk to the contract value investments with insurance companies. The average yield and average crediting interest rates equaled approximately five percent for both 2004 and 2003. These interest rates are reviewed on a quarterly basis for resetting, as applicable, and are determined based on the requirements of each specific contract. In addition, minimum crediting interest rates and liquidity guarantee limitations, if any, are determined based on the requirements of each specific contract.

 

Participant loans receivable are stated at cost, which approximates fair value.

 

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Contributions

 

Company and participant contributions are reported in the financial statements in the period in which the related employee services are rendered. Participant rollover contributions are reported as employee contributions in the financial statements.

 

Income Recognition

 

The net appreciation or depreciation in investment values during the period is reflected in the statement of changes in net assets available for benefits. The net appreciation or depreciation includes realized gains and losses on investments sold during the period and unrealized gains and losses on investments held. Securities transactions are recorded on the transaction date. Interest income is recorded on an accrual basis as earned. Dividend income is recorded on the ex-dividend date.

 

Payment of Benefits

 

Benefit payments are recorded in the period in which the benefit payments occur.

 

Risks and Uncertainties

 

The Plans, through their investments in the Master Trust, invest in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

Use of Estimates

 

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management of the Company 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.

 

3. Tax Status of the Plans

 

The Company has received determination letters from the Internal Revenue Service, dated October 18, 2002, that confirmed the qualified and tax-exempt status of the Plans. Therefore, no provision for federal or state income tax has been included in the Plans’ financial statements. The Plans have been amended since receiving the determination letters; however, the Company and the Plans’ tax counsel believe the Plans are designed, and are currently being operated, in compliance with the applicable provisions of the Internal Revenue Code.

 

4. Related-Party Transactions

 

The Plans had transactions in the common stock of the Company and mutual funds managed by Wells Fargo. The Company also pays certain expenses of the Plans, although nominal in amount. The Company and Wells Fargo are deemed parties-in-interest. As such, these transactions are with a party-in-interest, for which a statutory exemption exists.

 

5. Plan Termination

 

The Company anticipates 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.

 

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6. Investments Held in Master Trust

 

The Plans’ assets are held in the Master Trust and the assets of the Master Trust are held by the Trustee. Each participating Plan has a specific interest in the Master Trust. Assets of the Master Trust are allocated to the participating Plans according to the elections of participants within each Plan. As of December 31, 2004 and 2003, the PIP’s interest in the investments in the Master Trust equaled 99.76 percent and 99.81 percent, respectively. As of December 31, 2004 and 2003, the Hourly PIP’s interest in the investments in the Master Trust equaled 0.24 percent and 0.19 percent, respectively. Investment income of the Master Trust was allocated based upon each Plan’s interest within each of the investment funds held by the Master Trust.

 

A summary of the investments held in the Master Trust is as follows:

 

     December 31, 2004

     PIP

   

Hourly

PIP


    Total

Stable Asset Fund

   $ 198,602,000 *   $ 812,000 *   $ 199,414,000

S&P 500 Equity Index Fund

     91,904,000 *     276,000 *     92,180,000

Large Cap Equity Value Fund

     79,738,000 *     17,000       79,755,000

Mattel Stock Fund

     28,142,000       51,000       28,193,000

Small Cap Equity Growth Fund

     27,224,000       35,000       27,259,000

Small Cap Equity Value Fund

     26,490,000       16,000       26,506,000

Global Equity Fund

     23,788,000       5,000       23,793,000

Intermediate-Term Bond Index Fund

     17,384,000       52,000       17,436,000

Russell 2000 Equity Index Fund

     16,759,000       13,000       16,772,000

Large Cap Equity Growth Fund

     10,826,000       11,000       10,837,000

Long-Term US Government Bond Fund

     10,804,000       20,000       10,824,000

International Equity Fund

     14,646,000       32,000       14,678,000

Wilshire 5000 Equity Index Fund

     9,358,000       5,000       9,363,000

Other

     181,000       —         181,000
    


 


 

Total investments held in Master Trust

   $ 555,846,000     $ 1,345,000     $ 557,191,000
    


 


 

     December 31, 2003

     PIP

   

Hourly

PIP


    Total

Stable Asset Fund

   $ 197,206,000 *   $ 570,000 *   $ 197,776,000

S&P 500 Equity Index Fund

     82,796,000 *     213,000 *     83,009,000

Large Cap Equity Value Fund

     72,009,000 *     11,000       72,020,000

Mattel Stock Fund

     36,393,000 *     32,000       36,425,000

Small Cap Equity Growth Fund

     22,810,000       11,000       22,821,000

Small Cap Equity Value Fund

     17,613,000       10,000       17,623,000

Global Equity Fund

     19,767,000       3,000       19,770,000

Intermediate-Term Bond Index Fund

     16,147,000       42,000       16,189,000

Russell 2000 Equity Index Fund

     12,375,000       12,000       12,387,000

Large Cap Equity Growth Fund

     10,619,000       6,000       10,625,000

Long-Term US Government Bond Fund

     9,245,000       10,000       9,255,000

International Equity Fund

     7,629,000       17,000       7,646,000

Wilshire 5000 Equity Index Fund

     6,153,000       7,000       6,160,000

Other

     453,000       —         453,000
    


 


 

Total investments held in Master Trust

   $ 511,215,000     $ 944,000     $ 512,159,000
    


 


 


* Investment balance represents five percent or more of the Plan’s net assets available for benefits.

 

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A summary of the Master Trust’s investment income is as follows:

 

     2004

   2003

Investment income:

             

Interest and dividends

   $ 13,060,000    $ 12,825,000

Net appreciation

     29,272,000      54,067,000
    

  

     $ 42,332,000    $ 66,892,000
    

  

 

The Plans’ investments, including realized gains and losses on investments sold and unrealized gains and losses on investments held, appreciated as follows:

 

     2004

     PIP

  

Hourly

PIP


   Total

Mutual funds

   $ 9,919,000    $ 10,000    $ 9,929,000

Common and commingled trust funds

     12,579,000      30,000      12,609,000

Common stock

     6,733,000      1,000      6,734,000
    

  

  

Net appreciation in fair value of investments

   $ 29,231,000    $ 41,000    $ 29,272,000
    

  

  

     2003

     PIP

  

Hourly

PIP


   Total

Mutual funds

   $ 15,371,000    $ 20,000    $ 15,391,000

Common and commingled trust funds

     22,323,000      65,000      22,388,000

Common stock

     16,286,000      2,000      16,288,000
    

  

  

Net appreciation in fair value of investments

   $ 53,980,000    $ 87,000    $ 54,067,000
    

  

  

 

The Company has directed the Trustee to invest any excess cash balances in The Wells Fargo Short-term Investment Fund, which is a diversified portfolio of short-term investment securities.

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

 

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2004

 

Identity of Issue, Borrower,      

Lessor or Similar Party


  

Description of Investment, Including Maturity Date,            

Rate of Interest, Collateral, Par, or Maturity Value


   Cost**

  

Current

Value


*Mattel, Inc. Master Trust    Investment in Master Trust         $ 555,846,000
*Participant Loans Receivable    As of December 31, 2004, interest rates on loans outstanding ranged from five percent to eleven percent. Loan terms range from one to five years, but can range from one to fifteen years if the loan proceeds are used for the purchase of a primary residence.           7,794,000
              

               $ 563,640,000
              


* Party-in-interest.

 

** Historical cost is disclosed only for nonparticipant-directed investments.

 

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MATTEL, INC. HOURLY EMPLOYEE PERSONAL INVESTMENT PLAN

 

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2004

 

Identity of Issue, Borrower,      

Lessor or Similar Party


  

Description of Investment, Including Maturity Date,            

Rate of Interest, Collateral, Par, or Maturity Value


   Cost**

  

Current

Value


*Mattel, Inc. Master Trust    Investment in Master Trust         $ 1,345,000
*Participant Loans Receivable    As of December 31, 2004, interest rates on loans outstanding ranged from five percent to eleven percent. Loan terms range from one to five years, but can range from one to fifteen years if the loan proceeds are used for the purchase of a primary residence.           36,000
              

               $ 1,381,000
              


* Party-in-interest.

 

** Historical cost is disclosed only for nonparticipant-directed investments.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plans) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   

Mattel, Inc. Personal Investment Plan

Mattel, Inc. Hourly Employee Personal Investment Plan

Date: June 28, 2005

  By:   /s/    H. SCOTT TOPHAM        
            H. Scott Topham
            Senior Vice President and Treasurer
            Mattel, Inc.