2018 ANNUAL REPORT Our Mission To create innovative products and experiences that inspire, entertain and develop children through play. To Our Shareholders: I often say that at Mattel we Our performance last year is a testament to Mattel’s have a lot to play with and strong brands, our ability to execute methodically even a lot to play for and I believe in tough market conditions, as well as our strategic and this aptly describes where we long-standing relationships with our retail partners. are today. We are a company with a great legacy and Barbie and Hot Wheels continued their momentum deep heritage and our iconic throughout 2018. Barbie was the number one global brands continue to transcend fashion doll property last year3. We look forward to generations. We have a celebrating Barbie’s 60th anniversary throughout world-class team of creative 2019 with a number of exciting product launches and talent and business leaders events to continue to keep the brand on the leading- united by our passion to create innovative products and edge of relevance for kids. Equally impressive was the experiences that inspire, entertain and develop kids performance of Hot Wheels, the #1 property globally in through play. the vehicles supercategory4 in 2018. Since becoming CEO in April 2018, I’ve had the privilege We are also encouraged by our positive momentum of leading this great organization that is committed to with third-party IP, which presents a clear avenue for transforming Mattel into an IP-driven, high-performing toy incremental revenue. In 2018, Jurassic World™ exceeded company. To do this, we are successfully executing our all expectations, delivering the biggest toy year ever for the two-part strategy. franchise5 in partnership with NBCUniversal. This is a great example of how we are advancing Mattel as a partner In the short-to-mid-term, we are working to restore of choice for third-party IP owners by leveraging our profitability by reshaping operations and to regain topline worldwide reach through innovation and global execution growth by growing our Power Brands and expanding our capabilities. brand portfolio. In addition to the resonance of our brands, Mattel teams In the mid-to-long term, we will aim to capture the full around the world worked diligently in collaboration with value of our IP through franchise management and retailers as they leaned into their toy aisles to ensure that the development of our online retail and e-commerce our toy franchises would be well-received throughout the capabilities. holiday season and beyond. Progressgg on Short-to-Mid Term Strategic Priorities Layingyg the Groundwork for our Mid-to-Long g Term Strategicg Priorities In 2018, we made meaningful progress towards executing our strategy and demonstrated tangible results1 even in Mattel is the proud owner of one of the strongest the face of considerable retail disruption in the global toy portfolios of kids and family entertainment franchises in industry: the world - running deep across demographics and toy categories. • We achieved $521 million of run-rate cost savings exiting 2018; Because toys play a role in every child’s development • We reported the first full year gross margin improvement and upbringing, they can drive an incredibly high level of since 2013; engagement and emotional connection. And with that built-in relationship, there is a very natural opportunity for • We delivered the largest year-over-year improvement in us to extend our toy franchises into new areas to drive operating income since 2012; top-line performance and greater profitability. • Barbie® achieved its highest full year gross sales in the last five years; Over the past year, we have begun laying the groundwork to capture the full value of our IP through adjacent, highly- • Hot Wheels® reached its highest annual sales in its 50- accretive business verticals. year history; and • We recaptured our position as the #1 global toy company2. 1 Mattel Financials for below list, except as otherwise noted. 2 Source: The NPD Group/Retail Tracking Service/G12/Jan-Dec 2018/Total Toys/Adjusted USD 3 Source: The NPD Group/Retail Tracking Service/G12/Jan-Dec 2018/Fashion Dolls Class/Adjusted USD 4 Source: The NPD Group/Retail Tracking Service/G12/Jan-Dec 2018/Vehicles Supercategory/Adjusted USD 5 Mattel Internal Analysis Central to this strategy is our creation of Mattel Films, We consolidated our design and product development Mattel Television and our Global Franchise Management teams. This will ensure that the best ideas get the most organization, with newly-appointed senior leadership. Key creative exposure, while enabling complete integration of highlights include: our creative process. Having our innovative design and development teams working more closely with each other Mattel Films has already made several announcements for will be a major contributor to our continued leadership the first ever live-action feature films for some of our key when it comes to creating products and experiences that franchises in partnership with major film studios. These inspire, entertain and develop kids through play. include Barbie and Hot Wheels with Warner Bros. Pictures Group, Masters of the Universe® with Sony Pictures These structural changes to our organization reflect a Entertainment and American Girl® and View-Master® with performance-driven, results-oriented, culture which is Metro Goldwyn Meyer Pictures (MGM). built on collaboration, innovation and execution. At the core of these organizational changes is a commitment to We have created a virtual studio model with a capital- empower decision-making and drive accountability at all light business strategy designed to drive opportunities levels. for upside, while mitigating financial risk. Mattel Films will partner with major studios and key talent, “quarterback” Continuinggg to Deliver Tangible Results the creative process, take a proactive role in the development of the storylines and bring to the table After a year of solid execution, we are clearly advancing our first-hand expertise and knowledge of these iconic our strategy to transform Mattel into an IP-driven, high- brands. performing toy company. I am confident we have the right strategy, the right assets and the right team to continue to Mattel Television recently announced a slate of 22 deliver tangible results. television programs that we are taking to market. This slate encompasses both animated and live action In 2019, we remain focused on executing our plan television programs, developed on the basis of Mattel’s methodically and driving Mattel towards sustainable, iconic and globally-recognized characters and franchises, profitable growth. This will position us well for continued as well as new IP. These programs are being developed momentum and long-term value creation for our for multi-platform distribution. shareholders. Our Global Franchise Management Organization is Thank you for your continued support. targeting opportunities to develop our IP and extend our iconic franchisess across digital gaming, live events, Sincerely, music and consumer products. We look forward to giving consumers more opportunities to engage with our brands across these formats and platforms. Positioned for Continued Leadership:p Better Ynon Kreiz Leveraginggg our Category g y Expertise p and Design g Chairman of the Board and Chief Executive Officer Excellence With our transformation under way, we also made fundamental changes that will better leverage our category expertise and design excellence to strengthen our leadership position. We restructured our Global Brand Team by category to align our structure with our strategy. This enables our best talent to manage our extensive portfolio rather than individual franchises, while at the same time leveraging our Power Brands as category flagships. This will also drive increased collaboration as we aim to bring more marketing opportunities, cross promotions and game- changing products to the market. Mattel, Inc. Form 10-K 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________ FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018. or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 of incorporation or organization) (I.R.S. Employer Identification No.) 333 Continental Blvd. El Segundo, CA 90245-5012 (Address of principal executive offices) Registrant’s telephone number, including area code (310) 252-2000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $1.00 par value The Nasdaq Global Select Market ________________________________________________________ Securities registered pursuant to Section 12(g) of the Act: NONE _________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S- T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).