In the discussion that follows, "Mattel" refers to Mattel, Inc. and/or one or more of its subsidiaries.



The following discussion should be read in conjunction with the consolidated
financial statements and the related notes that appear in Part I, Item 1
"Financial Statements" of this Quarterly Report on Form 10-Q. Mattel's business
is seasonal with consumers making a large percentage of all toy purchases during
the traditional holiday season; therefore, results of operations are most
comparable to corresponding periods.

The following discussion includes currency exchange rate impact, a non-GAAP
financial measure within the meaning of Regulation G promulgated by the SEC
("Regulation G"), to supplement the financial results as reported in accordance
with generally accepted accounting principles ("GAAP"). The currency exchange
rate impact reflects the portion (expressed as a percentage) of changes in
Mattel's reported results that are attributable to fluctuations in currency
exchange rates. Mattel uses this non-GAAP financial measure to analyze its
continuing operations and to monitor, assess, and identify meaningful trends in
its operating and financial performance. Management believes that the disclosure
of this non-GAAP financial measure provides useful supplemental information to
investors to allow them to better evaluate ongoing business performance and
certain components of Mattel's results. This measure is not, and should not be
viewed as, a substitute for GAAP financial measures.

The following discussion also includes the use of gross billings, a key
performance indicator. Gross billings represent amounts invoiced to customers.
It does not include the impact of sales adjustments, such as trade discounts and
other allowances. Mattel presents changes in gross billings as a metric for
comparing its aggregate, categorical, brand, and geographic results to highlight
significant trends in Mattel's business. Changes in gross billings are discussed
because, while Mattel records the details of sales adjustments in its financial
accounting systems at the time of sale, such sales adjustments are generally not
associated with categories, brands, and individual products.

Note that amounts shown in millions or billions within this Item 2 may not sum due to rounding.



Overview

Mattel is a leading global toy company and owner of one of the strongest
catalogs of children's and family entertainment franchises in the world. Mattel
creates innovative products and experiences that inspire, entertain, and develop
children through play. Mattel is focused on the following evolved strategy to
grow its intellectual property ("IP") driven toy business and expand its
entertainment offering:

•Accelerate topline growth through scaling Mattel's portfolio, growing franchise
brands, and advancing e-commerce and direct-to-consumer business, and increasing
profitability by continuing to optimize operations; and

•Expand entertainment offering to capture the full value of Mattel's IP in
highly accretive business verticals, including content, consumer products, and
digital experiences.

Mattel is the owner of a portfolio of iconic brands and partners with global entertainment companies to license other intellectual property. Mattel's portfolio of owned and licensed brands and products are organized into the following categories:



Dolls-including brands such as Barbie, Monster High, American Girl, Polly
Pocket, Spirit (Universal), and Enchantimals. Mattel's Dolls portfolio is driven
by the flagship Barbie brand and a collection of complementary brands offered
globally. Empowering girls since 1959, Barbie has inspired the limitless
potential of every girl by showing them that they can be anything. With an
extensive portfolio of dolls and accessories, content, gaming, and lifestyle
products, American Girl is best known for imparting valuable life lessons
through its inspiring dolls and books, featuring diverse characters from past
and present. American Girl products are sold directly to consumers via its
catalog, website, and proprietary retail stores.

Infant, Toddler, and Preschool-including brands such as Fisher-Price and Thomas
& Friends, Power Wheels, and Fireman Sam. As a leader in play and child
development, Fisher-Price's purpose is amplifying the power of childhood. Thomas
& Friends is an award-winning preschool train brand franchise that brings
meaningful life lessons of friendship and teamwork to kids through content,
toys, live events, and other lifestyle categories.

Vehicles-including brands such as Hot Wheels, including Hot Wheels Monster
Trucks and Hot Wheels Mario Kart (Nintendo), Matchbox, and CARS (Disney Pixar).
In production for over 50 years, Hot Wheels continues to push the limits of
performance and design and ignites the challenger spirit of kids, adults, and
collectors. From die-cast vehicles to tracks, playsets, and accessories, the
Mattel Vehicles portfolio has broad appeal that engages and excites kids of all
ages.
                                                                            

30

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Action Figures, Building Sets, Games, and Other-these challenger categories
include brands such as Masters of the Universe, MEGA, UNO, Lightyear (Disney
Pixar), Jurassic World (NBCUniversal), WWE, and Star Wars (Disney). Mattel's
Action Figures portfolio is comprised of product lines associated with licensed
entertainment franchises that are driven by major theatrical releases, such as
Lightyear and Jurassic World, as well as product lines from Mattel's owned IP,
including Masters of the Universe. As the challenger brand in Building Sets,
MEGA sparks creativity through the power of connection with builders of all ages
and fans of global franchises. UNO is the classic matching card game that is
easy to learn and fast fun for everyone. Other includes Plush, which contains
product offerings associated with theatrical releases from Mattel's licensed
entertainment franchises.

Russia - Ukraine War

The ongoing war between Russia and Ukraine has led to volatility and disruption
in these countries. The length and impact of the ongoing war is highly
unpredictable. While Mattel has no direct operations in Ukraine, its operations
in Russia have experienced significant disruption. Mattel has paused all
shipments into Russia and net sales in these countries have declined in the
first nine months of 2022. Mattel's net sales in these two countries represented
less than 3% of total net sales during the year ended December 31, 2021. In
addition, as of September 30, 2022, Mattel held $70.8 million of cash in Russia.
While this cash can be used within Russia, its movement out of Russia is
currently limited.

COVID-19 Update / Recent Developments



Although COVID-19 related disruptions, including, temporary business closures,
reduced retail traffic, and local restrictions have impacted Mattel's business,
consumer demand for toys has generally been strong in recent periods. However, a
challenging macro-economic environment with higher volatility, including
inflation, may impact consumer spending. To the extent cost inflation becomes
more significant than anticipated, or Mattel is unable to offset higher costs
through mitigating actions, inflation may have a material effect on Mattel's
results of operations and financial condition.

Retail and owned inventories have increased at the end of the third quarter of
2022 as Mattel accelerated production to improve service levels and reduce
supply chain risk. Retailers also increased inventory levels to meet expected
growth in demand and ahead of the holiday season to reduce risk. These factors
contributed to year-over-year net sales increases during the first nine months
of 2022 in the North America and International segments. Net sales declined in
the American Girl segment during the first nine months of 2022, as compared to a
strong first nine months of 2021.

Cost inflation has had an unfavorable impact to Mattel's gross margin during the
first nine months of 2022, due to a combination of increases in raw materials,
ocean freight, and other supply chain costs. Mattel's margins have also been
negatively impacted by increased royalty expense, reflecting increased sales of
licensed properties. These negative factors were partially offset by pricing,
incremental realized savings from the Optimizing for Growth program, and
top-line growth, which generated favorable fixed cost absorption. As expected,
cost inflation has been more significant in 2022 than in 2021, however, the
impact of cost inflation has been partially mitigated by further pricing actions
that occurred in the second half of 2022.

The future impacts of COVID-19, and its resulting effects and other
macro-economic factors on Mattel's business, results of operations, financial
position, and cash flows remain uncertain at this time and could have unforeseen
consequences that affect Mattel's business. Mattel continues to closely monitor
the evolving circumstances and is actively managing its business as developments
occur. Refer to Part I, Item 1A "Risk Factors" in the 2021 Annual Report on Form
10-K for further discussion regarding potential impacts of COVID-19 on Mattel's
business.


                                                                              31

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Results of Operations-Third Quarter

Consolidated Results

The following table provides a summary of Mattel's consolidated results for the third quarter of 2022 and 2021:



                                                                      For 

the Three Months Ended


                                                     September 30, 2022                             September 30, 2021                               Year/Year Change
                                                                        % of Net                                   % of Net                                            Basis Points
                                               Amount                    Sales                Amount                Sales                        %                     of Net Sales
                                                                                (In millions, except percentage and basis point information)
Net sales                               $     1,755.8                                      $  1,762.3                                                     -  %
Cost of sales                                   908.9                        51.8  %            919.8                   52.2  %                          -1  %              (40)
Gross profit                                    846.9                        48.2  %            842.5                   47.8  %                           1  %               40
Advertising and promotion expenses              127.6                         7.3  %            117.6                    6.7  %                           8  %               60
Other selling and administrative
expenses                                        327.9                        18.7  %            335.8                   19.1  %                          -2  %              (40)
Operating income                                391.4                        22.3  %            389.1                   22.1  %                           1  %               20
Interest expense                                 33.9                         1.9  %             52.1                    3.0  %                         -35  %             (110)
Interest (income)                                (1.9)                       -0.1  %             (0.8)                     -  %                         153  %              (10)
Other non-operating (income) expense,
net                                              (4.3)                                            3.9
Income before income taxes                      363.7                        20.7  %            333.9                   18.9  %                           9  %              180
Provision (benefit) for income taxes             80.0                                          (456.8)
(Income) from equity method investments          (6.2)                                           (4.5)
Net income                              $       289.9                        16.5  %       $    795.1                   45.1  %                         -64  %           (2,860)


Sales

The following table provides a summary of Mattel's consolidated gross billings
by categories, along with supplemental information by brand, for the third
quarter of 2022 and 2021:


                                                For the Three Months Ended                                                   Currency
                                           September 30,           September 30,              % Change as                 Exchange Rate
                                               2022                    2021                    Reported                       Impact
                                                                     (In millions, except percentage information)
Gross Billings by Categories
Dolls                                    $        697.2          $        719.5                          -3  %                          -3  %
Infant, Toddler, and Preschool                    370.1                   406.9                          -9  %                          -3  %
Vehicles                                          437.9                   389.9                          12  %                          -5  %
Action Figures, Building Sets, Games,
and Other                                         442.9                   446.4                          -1  %                          -4  %
Gross Billings                           $      1,948.0          $      1,962.7                          -1  %                          -4  %
Sales Adjustments                                (192.3)                 (200.4)
Net Sales                                $      1,755.8          $      1,762.3                           -  %                          -3  %

Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie                                   $        519.6          $        555.2                          -6  %                          -3  %
Hot Wheels                                        371.6                   329.9                          13  %                          -4  %
Fisher-Price and Thomas & Friends                 348.1                   383.7                          -9  %                          -2  %
Other                                             708.7                   693.9                           2  %                          -4  %
Gross Billings                           $      1,948.0          $      1,962.7                          -1  %                          -4  %


                                                                              32

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Gross billings were $1.95 billion in the third quarter of 2022, a decrease of
$14.7 million, or 1%, as compared to $1.96 billion in the third quarter of 2021,
with an unfavorable impact from currency exchange rates of four percentage
points. The decrease was primarily due to lower billings of Infant, Toddler and
Preschool and Dolls, partially offset by higher billings of Vehicles.

Dolls gross billings decreased 3%, of which 5% was due to lower billings of Barbie products and 2% was due to lower billings of Spirit products, partially offset by higher billings of Monster High products of 4%.

Infant, Toddler, and Preschool gross billings decreased 9%, due to lower billings of Fisher-Price and Thomas & Friends products.

Vehicles gross billings increased 12%, of which 10% was due to higher billings of Hot Wheels products, driven by positive brand momentum.



Action Figures, Building Sets, Games, and Other gross billings decreased 1%, of
which 7% was due to lower billings of Plush products, and 7% was due to lower
billings of Games products. This was partially offset by higher billings of
Action Figure products of 11%, including initial billings of Lightyear products
of 11% and higher billings of Jurassic World products of 10%, as a result of
their theatrical releases during the second quarter of 2022, partially offset by
lower billings of other Action Figure products of 9%.

Sales adjustments represent arrangements with Mattel's customers to provide
sales incentives, support customer promotions, and provide allowances for
returns and defective merchandise. Such programs are based primarily on customer
purchases, customer performance of specified promotional activities, and other
specified factors such as sales to consumers. Sales adjustments decreased to
$192.3 million in the third quarter of 2022, as compared to $200.4 million in
the third quarter of 2021, primarily due to lower gross billings. Sales
adjustments as a percentage of net sales was relatively consistent at 11.0% for
the third quarter of 2022, as compared to 11.4% for the third quarter of 2021.

Cost of Sales



Cost of sales decreased by $10.9 million, or 1%, to $908.9 million in the third
quarter of 2022 from $919.8 million in the third quarter of 2021. Within cost of
sales, product and other costs decreased by $19.3 million, or 3%, to
$752.5 million in the third quarter of 2022 from $771.9 million in the third
quarter of 2021; royalty expense increased by $6.5 million, or 10%, to
$73.2 million in the third quarter of 2022 from $66.7 million in the third
quarter of 2021; and outbound freight and logistics expenses increased by
$2.0 million, or 2%, to $83.2 million in the third quarter of 2022 from
$81.2 million in the third quarter of 2021.

Gross Margin



Gross margin increased to 48.2% in the third quarter of 2022 from 47.8% in the
third quarter of 2021. The increase in gross margin was driven by favorable
pricing actions, incremental realized savings from the Optimizing for Growth
program, partially offset by input cost inflation, primarily in raw materials,
ocean freight, and other supply chain costs, and higher royalty expenses,
reflecting increased sales of licensed properties.

Advertising and Promotion Expenses



Advertising and promotion expenses primarily consist of: (i) media costs, which
include the media, planning, and buying fees for television, print, and online
advertisements, (ii) non-media costs, which include commercial and website
production, merchandising, and promotional costs, (iii) retail advertising
costs, which include consumer direct catalogs, and (iv) generic advertising
costs, which include trade show costs. Advertising and promotion expenses as a
percentage of net sales increased to 7.3% in the third quarter of 2022, as
compared to 6.7% in the third quarter of 2021, primarily due to higher media
spend.

Other Selling and Administrative Expenses



Other selling and administrative expenses were $327.9 million, or 18.7% of net
sales, in the third quarter of 2022, as compared to $335.8 million, or 19.1% of
net sales, in the third quarter of 2021. The decrease in other selling and
administrative expenses was primarily due to lower incentive compensation
expense and lower severance and restructuring charges, partially offset by
higher employee compensation costs driven by salary inflation.
                                                                            

33

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Interest Expense



Interest expense was $33.9 million for the third quarter of 2022, as compared to
$52.1 million for the third quarter of 2021. The decrease in interest expense
was due to a loss on extinguishment of debt of $18.5 million associated with the
repayment of the remaining principal balance of the 2017/2018 Senior Notes due
December 2025 (the "2025 Notes") in the third quarter of 2021.

Provision (Benefit) For Income Taxes



Mattel's provision for income taxes was $80.0 million for the three months ended
September 30, 2022, and a benefit of $456.8 million for the three months ended
September 30, 2021. During the three months ended September 30, 2021, Mattel
recognized a net discrete tax benefit of $465.3 million, primarily related to
the release of valuation allowances on certain U.S. and foreign deferred tax
assets, as well as income taxes recorded on a discrete basis in various
jurisdictions, and reassessments of tax liabilities from prior years. During the
three months ended September 30, 2022, Mattel recognized a net discrete tax
benefit of $19.4 million, primarily related to income taxes recorded on a
discrete basis in various jurisdictions and reassessments of tax liabilities
from prior years.

Evaluating the need for and the amount of a valuation allowance for deferred tax
assets often requires significant judgment and extensive analysis of all
available evidence to determine whether it is more-likely-than-not that these
assets will be realizable. Mattel routinely assesses the positive and negative
evidence for this realizability, including the evaluation of sustained
profitability and three years of cumulative pretax income for each tax
jurisdiction. During the three months ended September 30, 2021, Mattel released
the valuation allowances related to certain U.S. and foreign deferred tax
assets, except for certain tax assets that are primarily expected to expire
before utilization. Valuation allowance releases resulted in the recognition of
$492.2 million of deferred tax assets as of September 30, 2021. Additional
valuation allowance releases resulted in the aggregate recognition of $540.8
million of deferred tax assets as of December 31, 2021. Mattel's valuation
allowance position has remained unchanged as of September 30, 2022.

Segment Results

North America Segment



The following table provides a summary of Mattel's net sales, segment operating
income, and gross billings by categories, along with supplemental information by
brand, for the North America segment for the third quarter of 2022 and 2021:


                                                     For the Three Months Ended                                                   Currency
                                                September 30,           September 30,              % Change as                 Exchange Rate
                                                    2022                    2021                    Reported                       Impact
                                                                          (In millions, except percentage information)
Net Sales                                     $      1,002.1          $      1,037.0                          -3  %                           -  %
Segment Operating Income                               337.3                   372.0                          -9  %

Gross Billings by Categories
Dolls                                         $        342.9          $        349.6                          -2  %                           -  %
Infant, Toddler, and Preschool                         239.8                   271.8                         -12  %                           -  %
Vehicles                                               226.3                   216.7                           4  %                          -1  %
Action Figures, Building Sets, Games, and
Other                                                  258.7                   272.0                          -5  %                           -  %
Gross Billings                                $      1,067.8          $      1,110.1                          -4  %                           -  %
Sales Adjustments                                      (65.6)                  (73.1)
Net Sales                                     $      1,002.1          $      1,037.0                          -3  %                           -  %

Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie                                        $        278.5          $        308.8                         -10  %                           -  %
Hot Wheels                                             184.1                   181.1                           2  %                           -  %
Fisher-Price and Thomas & Friends                      223.5                   252.4                         -11  %                           -  %
Other                                                  381.6                   367.8                           4  %                           -  %
Gross Billings                                $      1,067.8          $      1,110.1                          -4  %                           -  %



                                                                              34

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Gross billings for the North America segment were $1.07 billion in the third
quarter of 2022, a decrease of $42.3 million, or 4%, as compared to $1.11
billion in the third quarter of 2021. The decrease in the North America segment
gross billings was primarily due to lower billings of Infant, Toddler and
Preschool and Action Figures, Building Sets, Games and Other, partially offset
by higher billings of Vehicles.

Dolls gross billings decreased 2%, primarily due to lower billings of Barbie
products of 9% and lower billings of Spirit products of 3%. This was partially
offset by higher billings of Monster High products of 9%.

Infant, Toddler, and Preschool gross billings decreased 12%, of which 11% was due to lower billings of Fisher-Price and Thomas & Friends products.

Vehicles gross billings increased 4%, of which 2% was due to higher billings of Matchbox products and 1% was due to higher billings of Hot Wheels products.



Action Figures, Building Sets, Games, and Other gross billings decreased 5%, of
which 8% was due to lower billings of Plush products, 7% was due to lower
billings of other Action Figures products, and 5% was due to lower billings of
Games products. This was partially offset by initial billings of Lightyear
products of 7% and higher billings of Jurassic World products of 6%, as a result
of their theatrical releases during the second quarter of 2022.

Sales adjustments as a percentage of net sales was relatively consistent at 6.5% for the third quarter of 2022, as compared to 7.0% for the third quarter of 2021.



Cost of sales decreased 4% in the third quarter of 2022, as compared to a 3%
decrease in net sales, with a decrease in cost of sales driven by lower product
and other costs, offset by higher royalty expenses. Gross margin in the third
quarter of 2022 increased primarily due to favorable pricing actions,
incremental realized savings from the Optimizing for Growth program, and
favorable product mix. The increase was partially offset by cost inflation,
primarily in raw materials, ocean freight, and other supply chain costs, and
higher royalty expenses, reflecting increased sales of licensed properties.
North America segment operating income was $337.3 million in the third quarter
of 2022, as compared to segment operating income of $372.0 million in the third
quarter of 2021. The decrease was driven by lower gross profit, higher
advertising and promotion expenses and higher other selling and administrative
expenses.
                                                                            

35

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International Segment



The following table provides a summary of Mattel's net sales, segment operating
income, and gross billings by categories, along with supplemental information by
brand, for the International segment for the third quarter of 2022 and 2021:


                                                For the Three Months Ended                                                    Currency
                                           September 30,           September 30,              % Change as                  Exchange Rate
                                               2022                    2021                     Reported                       Impact
                                                                     (In millions, except percentage information)
Net Sales                                $        704.6          $        673.3                            5  %                          -8  %
Segment Operating Income                          162.8                   150.6                            8  %

Gross Billings by Categories
Dolls                                    $        303.5          $        316.4                           -4  %                          -8  %
Infant, Toddler, and Preschool                    130.3                   135.1                           -4  %                          -9  %
Vehicles                                          211.6                   173.2                           22  %                         -10  %
Action Figures, Building Sets, Games,
and Other                                         184.2                   174.4                            6  %                          -9  %
Gross Billings                           $        829.5          $        799.0                            4  %                          -9  %
Sales Adjustments                                (124.9)                 (125.7)
Net Sales                                $        704.6          $        673.3                            5  %                          -8  %

Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie                                   $        241.1          $        246.4                           -2  %                          -8  %
Hot Wheels                                        187.5                   148.8                           26  %                         -10  %
Fisher-Price and Thomas & Friends                 124.6                   131.3                           -5  %                          -8  %
Other                                             276.3                   272.5                            1  %                          -9  %
Gross Billings                           $        829.5          $        799.0                            4  %                          -9  %


Gross billings for the International segment were $829.5 million in the third
quarter of 2022, an increase of $30.6 million, or 4%, as compared to
$799.0 million in the third quarter of 2021, with an unfavorable impact from
changes in currency exchange rates of nine percentage points. The increase was
primarily due to higher billings of Vehicles and Action Figures, Building Sets,
Games, and Other. The increase was partially offset by lower billings of Dolls
and Infant, Toddler, and Preschool products.

Dolls gross billings decreased 4%, of which 3% was due to lower billings of Spirit products and 2% was due to lower billings of Barbie products.

Infant, Toddler, and Preschool gross billings decreased 4%, of which 6% was due to lower billings of Fisher-Price and Thomas & Friends products, partially offset by higher billings of Fisher Price Friends products of 1%.

Vehicles gross billings increased 22% due to higher billings of Hot Wheels products.



Action Figures, Building Sets, Games, and Other gross billings increased 6%, of
which 12% was due to initial billings of Lightyear products and 10% was due to
higher billings of Jurassic World products, as a result of their theatrical
releases during the second quarter of 2022. This was partially offset by lower
billings of other Action Figures products of 9%, lower billings of Games
products of 6%, and lower billings of Plush products of 2%.

Sales adjustments as a percentage of net sales was relatively consistent at 17.7% for the third quarter of 2022, as compared to 18.7% for the third quarter of 2021.

36

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Cost of sales increased 5% in the third quarter of 2022, as compared to a 5%
increase in net sales. The increase in cost of sales was driven by higher
product and other costs, higher royalty expenses, and higher outbound freight
and logistics expenses. Gross margin in the third quarter of 2022 decreased
slightly as cost inflation, primarily in raw materials, ocean freight, and other
supply chain costs, and unfavorable foreign exchange were largely offset by
favorable pricing actions and incremental realized savings from the Optimizing
for Growth program. International segment operating income was $162.8 million in
the third quarter of 2022, as compared to segment operating income of
$150.6 million in the third quarter of 2021, primarily driven by higher gross
profit.

American Girl Segment

The following table provides a summary of Mattel's net sales, segment operating
loss, and gross billings for the American Girl segment for the third quarter of
2022 and 2021:


                                                    For the Three Months Ended                                                   Currency
                                               September 30,           September 30,              % Change as                 Exchange Rate
                                                   2022                    2021                    Reported                       Impact
                                                                         (In millions, except percentage information)
Net Sales                                    $         49.0          $         52.0                          -6  %                           -  %
Segment Operating Loss                                 (9.0)                   (6.5)                         37  %

American Girl Segment
Total Gross Billings                         $         50.7          $         53.6                          -5  %                           -  %
Sales Adjustments                                      (1.7)                   (1.6)
Total Net Sales                              $         49.0          $         52.0                          -6  %                           -  %


Gross billings for the American Girl segment was $50.7 million in the third
quarter of 2022, a decrease of $2.9 million, or 5%, as compared to $53.6 million
in the third quarter of 2021. The decrease was driven by lower sales of Girl of
the Year products.

Cost of sales decreased 2%, as compared to a 6% decrease in net sales, with the
decrease in cost of sales driven by lower outbound freight and logistics
expenses and lower product and other costs. Gross margin in the third quarter of
2022 decreased primarily due to cost inflation and higher royalty expenses,
partially offset by incremental realized savings from the Optimizing for Growth
program. American Girl segment operating loss was $9.0 million in the third
quarter of 2022, as compared to $6.5 million in the third quarter of 2021,
primarily driven by lower gross profit.


                                                                            

37

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Results of Operations-First Nine Months

Consolidated Results

The following table provides a summary of Mattel's consolidated results for the first nine months of 2022 and 2021:



                                                                       For 

the Nine Months Ended


                                                     September 30, 2022                           September 30, 2021                               Year/Year Change
                                                                       % of Net                                  % of Net                                           Basis Points
                                                Amount                   Sales               Amount                Sales                       %                    of Net Sales
                                                                                (In millions, except percentage and basis point information)
Net sales                                 $    4,032.8                                    $  3,662.9                                                  10  %
Cost of sales                                  2,154.1                      53.4  %          1,920.5                  52.4  %                         12  %              100
Gross profit                                   1,878.7                      46.6  %          1,742.4                  47.6  %                          8  %             (100)
Advertising and promotion expenses               291.5                       7.2  %            280.1                   7.6  %                          4  %              (40)
Other selling and administrative expenses        990.6                      24.6  %            990.2                  27.0  %                          -  %             (240)
Operating income                                 596.5                      14.8  %            472.1                  12.9  %                         26  %              190
Interest expense                                  99.7                       2.5  %            220.7                   6.0  %                        -55  %             (350)
Interest (income)                                 (5.1)                     -0.1  %             (2.2)                 -0.1  %                        135  %                -
Other non-operating expense, net                  12.0                                           3.3
Income before income taxes                       489.9                      12.1  %            250.2                   6.8  %                         96  %              530
Provision (benefit) for income taxes             130.5                                        (415.8)
(Income) from equity method investments          (18.4)                                        (11.1)
Net income                                $      377.8                       9.4  %       $    677.2                  18.5  %                        -44  %             (910)


Sales

The following table provides a summary of Mattel's consolidated gross billings
by categories, along with supplemental information by brand, for the first nine
months of 2022 and 2021:


                                                      For the Nine Months Ended                                                   Currency
                                                September 30,           September 30,              % Change as                 Exchange Rate
                                                    2022                    2021                    Reported                       Impact
                                                                          (In millions, except percentage information)
Gross Billings by Categories
Dolls                                         $      1,494.6          $      1,495.5                           -  %                          -3  %
Infant, Toddler, and Preschool                         850.3                   819.4                           4  %                          -3  %
Vehicles                                             1,048.3                   871.6                          20  %                          -5  %
Action Figures, Building Sets, Games, and
Other                                                1,095.5                   903.7                          21  %                          -4  %
Gross Billings                                $      4,488.7          $      4,090.3                          10  %                          -3  %
Sales Adjustments                                     (456.0)                 (427.4)
Net Sales                                     $      4,032.8          $      3,662.9                          10  %                          -3  %

Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie                                        $      1,118.4          $      1,122.7                           -  %                          -3  %
Hot Wheels                                             899.5                   741.9                          21  %                          -5  %
Fisher-Price and Thomas & Friends                      787.9                   763.0                           3  %                          -3  %
Other                                                1,682.9                 1,462.6                          15  %                          -4  %
Gross Billings                                $      4,488.7          $      4,090.3                          10  %                          -3  %



Gross billings were $4.49 billion in the first nine months of 2022, an increase
of $398.4 million, or 10%, as compared to $4.09 billion in the first nine months
of 2021. The increase in gross billings for the first nine months of 2022 was
due to higher billings of Action Figures, Building Sets, Games, and Other,
Vehicles, and Infant, Toddler, and Preschool.

                                                                            

38

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Dolls gross billings remained flat year-over-year, with higher billings of Monster High products, substantially offset by lower billings of Spirit products.

Infant, Toddler, and Preschool gross billings increased 4%, of which 3% was due to higher billings of Fisher-Price and Thomas & Friends products.

Vehicles gross billings increased 20%, of which 18% was due to higher billings of Hot Wheels products.



Action Figures, Building Sets, Games, and Other gross billings increased 21%, of
which 17% was due to higher billings of Jurassic World products and 12% was due
to initial billings of Lightyear products, as a result of their theatrical
releases during the second quarter of 2022. This was partially offset by lower
billings of other Action Figures products of 6% and lower billings of Plush
products of 3%.

Sales adjustments represent arrangements with Mattel's customers to provide
sales incentives, support customer promotions, and provide allowances for
returns and defective merchandise. Such programs are based primarily on customer
purchases, customer performance of specified promotional activities, and other
specified factors, such as sales to consumers. Sales adjustments increased to
$456.0 million in the first nine months of 2022, as compared to $427.4 million
in the first nine months of 2021, due to higher gross billings. Sales
adjustments as a percentage of net sales was relatively consistent at 11.3% for
the first nine months of 2022, as compared to 11.7% for the first nine months of
2021.

Cost of Sales

Cost of sales increased by $233.6 million, or 12%, to $2.15 billion in the first
nine months of 2022 from $1.92 billion in the first nine months of 2021. Within
cost of sales, product and other costs increased by $165.3 million, or 10%, to
$1.75 billion in the first nine months of 2022 from $1.59 billion in the first
nine months of 2021; royalty expense increased by $45.9 million, or 35%, to
$177.9 million in the first nine months of 2022 from $131.9 million in the first
nine months of 2021; and outbound freight and logistics expenses increased by
$22.4 million, or 11%, to $222.3 million in the first nine months of 2022 from
$199.9 million in the first nine months of 2021.

Gross Margin



Gross margin decreased to 46.6% in the first nine months of 2022 from 47.6% in
the first nine months of 2021. The decrease in gross margin was driven by cost
inflation, primarily in raw materials, ocean freight, and other supply chain
costs, and higher royalty expenses, reflecting increased sales of licensed
properties. The decrease was partially offset by favorable pricing actions,
incremental realized savings from the Optimizing for Growth program, and
favorable fixed cost absorption.

Advertising and Promotion Expenses



Advertising and promotion expenses primarily consist of: (i) media costs, which
include the media, planning, and buying fees for television, print, and online
advertisements; (ii) non-media costs, which include commercial and website
production, merchandising, and promotional costs; (iii) retail advertising
costs, which include consumer direct catalogs, and (iv) generic advertising
costs, which include trade show costs. Advertising and promotion expenses as a
percentage of net sales decreased to 7.2% in the first nine months of 2022 from
7.6% in the first nine months of 2021, primarily due to a 10% increase in net
sales.

Other Selling and Administrative Expenses



Other selling and administrative expenses were $990.6 million, or 24.6% of net
sales, in the first nine months of 2022, as compared to $990.2 million, or 27.0%
of net sales, in the first nine months of 2021. The increase in other selling
and administrative expenses was primarily due to higher employee compensation
expense related to salary inflation and higher outside services spend. These
increases were substantially offset by lower incentive compensation expense,
incremental realized savings from the Optimizing for Growth program, lower
expenses related to inclined sleeper product recall litigation and lower
severance and restructuring charges.

Interest Expense



Interest expense was $99.7 million in the first nine months of 2022, as compared
to $220.7 million in the first nine months of 2021. The decrease in interest
expense was due to a loss on extinguishment of debt of $101.7 million as a
result of the redemption of the 2025 Notes in the first nine months of 2021 and
lower interest expense from the refinancing and repayment of the 2025 Notes in
2021.
                                                                            

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Provision (Benefit) for Income Taxes



Mattel's provision for income taxes was an expense of $130.5 million for the
nine months ended September 30, 2022, and a benefit of $415.8 million for the
nine months ended September 30, 2021. During the nine months ended September 30,
2021, Mattel recognized a net discrete tax benefit of $445.8 million, primarily
related to the release of valuation allowances on certain U.S. and foreign
deferred tax assets, as well as income taxes recorded on a discrete basis in
various jurisdictions, and reassessments of tax liabilities from prior years.
During the nine months ended September 30, 2022, Mattel recognized a net
discrete tax expense of $4.8 million, primarily related to income taxes recorded
on a discrete basis in various jurisdictions and reassessments of tax
liabilities from prior years.

Evaluating the need for and the amount of a valuation allowance for deferred tax
assets often requires significant judgment and extensive analysis of all
available evidence to determine whether it is more-likely-than-not that these
assets will be realizable. Mattel routinely assesses the positive and negative
evidence for this realizability, including the evaluation of sustained
profitability and three years of cumulative pretax income for each tax
jurisdiction. During the nine months ended September 30, 2021, Mattel released
the valuation allowances related to certain U.S. and foreign deferred tax
assets, except for certain tax assets that are primarily expected to expire
before utilization. Valuation allowance releases resulted in the recognition of
$492.2 million of deferred tax assets as of September 30, 2021. Additional
valuation allowance releases resulted in the aggregate recognition of $540.8
million of deferred tax assets as of December 31, 2021. Mattel's valuation
allowance position has remained unchanged as of September 30, 2022.
                                                                            

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Segment Results

North America Segment



The following table provides a summary of Mattel's net sales, segment operating
income, and gross billings by categories, along with supplemental information by
brand, for the North America segment for the first nine months of 2022 and 2021:

                                               For the Nine Months Ended                                                   Currency
                                           September 30,         September 30,             % Change as                  Exchange Rate
                                               2022                   2021                   Reported                       Impact
                                                                    (In millions, except percentage information)
Net Sales                                $      2,330.8          $   2,077.5                           12  %                           -  %
Segment Operating Income                          707.6                646.5                            9  %

Gross Billings by Categories
Dolls                                    $        715.8          $     698.4                            3  %                           -  %
Infant, Toddler, and Preschool                    549.6                520.2                            6  %                           -  %
Vehicles                                          550.7                457.8                           20  %                           -  %
Action Figures, Building Sets, Games,
and Other                                         668.3                543.3                           23  %                           -  %
Gross Billings                           $      2,484.4          $   2,219.7                           12  %                           -  %
Sales Adjustments                                (153.6)              (142.2)
Net Sales                                $      2,330.8          $   2,077.5                           12  %                           -  %

Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie                                   $        599.2          $     617.1                           -3  %                           -  %
Hot Wheels                                        458.4                383.5                           20  %                           -  %
Fisher-Price and Thomas & Friends                 506.9                476.1                            6  %                          -1  %
Other                                             919.9                743.0                           24  %                           -  %
Gross Billings                           $      2,484.4          $   2,219.7                           12  %                           -  %


Gross billings for the North America segment were $2.48 billion in the first
nine months of 2022, an increase of $264.7 million, or 12%, as compared to $2.22
billion in the first nine months of 2021. The increase in the North America
segment gross billings was due to higher billings across all categories.

Dolls gross billings increased 3%, of which 6% was due to higher billings of
Monster High products and 3% was due to higher billings of Polly Pocket
products. This was partially offset by lower billings of Spirit products of 3%
and lower billings of Barbie products of 3%.

Infant, Toddler, and Preschool gross billings increased 6%, of which 6% was due to higher billings of Fisher-Price and Thomas & Friends products.

Vehicles gross billings increased 20%, of which 16% was due to higher billings of Hot Wheels products and 2% was due to higher billings of Matchbox products.



Action Figures, Building Sets, Games, and Other gross billings increased 23%, of
which 17% was due to higher billings of Jurassic World products and 12% was due
to initial billings of Lightyear products, as a result of their theatrical
releases during the second quarter of 2022, and higher sales of MEGA products of
4%. This was partially offset by lower billings of Plush products of 5% and
lower billings of other Action Figures products of 4%.

Sales adjustments as a percentage of net sales was relatively consistent at 6.6%
for the first nine months of 2022, as compared to 6.8% for the first nine months
of 2021.
                                                                            

41

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Cost of sales increased 14% during the first nine months of 2022, as compared to
a 12% increase in net sales, primarily due to higher product and other costs,
higher royalty expenses, and higher freight and logistics expenses. Gross margin
in the first nine months of 2022 decreased primarily due to cost inflation,
primarily in raw materials, ocean freight, and other supply chain costs, and
higher royalty expenses, reflecting increased sales of licensed properties,
partially offset by favorable pricing actions, incremental realized savings from
the Optimizing for Growth program, and favorable fixed cost absorption. North
America segment operating income was $707.6 million in the first nine months of
2022, as compared to segment operating income of $646.5 million in the first
nine months of 2021, driven by higher gross profit, partially offset by higher
other selling and administrative expenses and higher advertising and promotion
expenses.

International Segment

The following table provides a summary of Mattel's net sales, segment operating
income, and gross billings by categories, along with supplemental information by
brand, for the International segment for the first nine months of 2022 and 2021:


                                                     For the Nine Months Ended                                                    Currency
                                               September 30,           September 30,              % Change as                  Exchange Rate
                                                   2022                    2021                     Reported                       Impact
                                                                         (In millions, except percentage information)
Net Sales                                    $      1,584.9          $      1,447.5                            9  %                          -9  %
Segment Operating Income                              268.0                   237.6                           13  %

Gross Billings by Categories
Dolls                                        $        658.3          $        655.8                            -  %                          -9  %
Infant, Toddler, and Preschool                        300.6                   299.2                            -  %                          -8  %
Vehicles                                              497.6                   413.7                           20  %                         -10  %
Action Figures, Building Sets, Games, and
Other                                                 427.3                   360.4                           19  %                          -9  %
Gross Billings                               $      1,883.9          $      1,729.1                            9  %                          -8  %
Sales Adjustments                                    (299.0)                 (281.6)
Net Sales                                    $      1,584.9          $      1,447.5                            9  %                          -9  %

Supplemental Gross Billings Disclosure
Gross Billings by Top 3 Power Brands
Barbie                                       $        519.3          $        505.6                            3  %                          -8  %
Hot Wheels                                            441.1                   358.4                           23  %                         -10  %
Fisher-Price and Thomas & Friends                     281.0                   286.9                           -2  %                          -7  %
Other                                                 642.5                   578.2                           11  %                          -9  %
Gross Billings                               $      1,883.9          $      1,729.1                            9  %                          -8  %


Gross billings for the International segment were $1.88 billion in the first
nine months of 2022, an increase of $154.7 million, or 9%, as compared to $1.73
billion in the first nine months of 2021, with an unfavorable impact from
changes in currency exchange rates of 8 percentage points. The increase in the
International segment gross billings was due to higher billings of Vehicles and
Action Figures, Building Sets, Games, and Other.

Dolls gross billings remained flat year-over-year, with higher billings of Barbie products, offset by lower billings of Spirit products.

Infant, Toddler, and Preschool remained flat year-over-year, with higher billings of Fisher-Price Friends products, offset by lower billings of Fisher-Price and Thomas & Friends products.

Vehicles gross billings increased 20% due to higher billings of Hot Wheels products.



Action Figures, Building Sets, Games, and Other gross billings increased 19%, of
which 16% was due to higher billings of Jurassic World products and 13% was
driven by initial billings of Lightyear products, as a result of their
theatrical releases during the second quarter of 2022. This was partially offset
by lower billings of other Action Figures products of 7% and lower billings of
Games products of 5%.
                                                                            

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Sales adjustments as a percentage of net sales was relatively consistent at 18.9% for the first nine months of 2022, as compared to 19.5% for the first nine months of 2021.



Cost of sales increased 14% in the first nine months of 2022, as compared to a
9% increase in net sales, primarily due to higher product and other costs,
higher royalty expenses, and higher freight and logistics expenses. Gross margin
in the first nine months of 2022 decreased primarily due to cost inflation,
primarily in raw materials, ocean freight, and other supply chain costs, and
higher royalty expenses, reflecting increased sales of licensed properties,
partially offset by favorable pricing actions, incremental realized savings from
the Optimizing for Growth program, and favorable fixed cost absorption.
International segment operating income was $268.0 million in the first nine
months of 2022, as compared to segment operating income of $237.6 million in
the first nine months of 2021, primarily driven by higher gross profit.

American Girl Segment



The following table provides a summary of Mattel's net sales, segment operating
loss, and gross billings for the American Girl segment for the first nine months
of 2022 and 2021:


                                                   For the Nine Months Ended                                                    Currency
                                             September 30,           September 30,              % Change as                  Exchange Rate
                                                  2022                   2021                     Reported                       Impact
                                                                        (In millions, except percentage information)
Net Sales                                   $       117.1          $        137.8                          -15  %                           -  %
Segment Operating Loss                              (20.4)                  (25.8)                         -21  %

American Girl Segment
Total Gross Billings                        $       120.5          $        141.4                          -15  %                           -  %
Sales Adjustments                                    (3.3)                   (3.6)
Total Net Sales                             $       117.1          $        137.8                          -15  %                           -  %


Gross billings for the American Girl segment were $120.5 million in the first
nine months of 2022, a decrease of $20.9 million, or 15%, as compared to $141.4
million in the first nine months of 2021. The decrease in American Girl gross
billings was primarily driven by lower sales of Girl of the Year products and
timing of promotional campaigns.

Cost of sales decreased 9% in the first nine months of 2022, as compared to a
15% decrease in net sales, primarily due to higher product and other costs and
higher outbound freight and logistics expenses. Gross margin in the first nine
months of 2022 decreased primarily due to cost inflation and unfavorable fixed
cost absorption, partially offset by incremental realized savings from the
Optimizing for Growth Program. American Girl segment operating loss was $20.4
million in the first nine months of 2022, as compared to segment operating loss
of $25.8 million in the first nine months of 2021. The improvement was primarily
due to lower other selling and administrative expenses as a result of a gain on
sale of the American Girl corporate office and distribution center during the
second quarter of 2022, partially offset by lower gross profit.
                                                                            

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Cost Savings Program

Optimizing for Growth (formerly Capital Light)



In February 2021, Mattel announced the Optimizing for Growth program, a
multi-year cost savings program that integrates and expands upon the previously
announced Capital Light program (the "Program"). Targeted annual gross cost
savings from actions that are expected to be completed beginning 2021 through
2023 are $250 million. Of the $250 million in targeted gross cost savings,
approximately 55% is expected to benefit cost of sales, 35% is expected to
benefit other selling and administrative expenses, and 10% is expected to
benefit advertising and promotion expenses. Estimated total cash expenditures
associated with the Program, excluding previous actions taken under the Capital
Light program, are expected to be approximately $125 to $150 million.

Mattel estimates the cost of actions for the Program, excluding previous actions taken under the Capital Light program, to be as follows:



Optimizing for Growth - Actions                                              Estimate of Cost
Employee severance                                                          $30 to $35 million
Real estate/supply chain optimization and other restructuring costs         $25 to $35 million
Non-cash charges                                                            $55 to $60 million
Total estimated severance and restructuring costs                          $110 to $130 million
Information technology enhancements and other investments                   $70 to $80 million
Total estimated actions                                                    $180 to $210 million


Cumulatively, in conjunction with previous actions taken under the Capital Light
program prior to 2021, targeted annual gross cost savings for the Program are
$325 million by 2023, with total expected cash expenditures of approximately
$165 to $190 million, and total expected non-cash charges of $70 to $75 million.
Of the $325 million in targeted gross cost savings, approximately 65% is
expected to benefit cost of sales, 25% is expected to benefit other selling and
administrative expenses, and 10% is expected to benefit advertising and
promotion expenses.

In connection with the Program, Mattel has recorded severance and other restructuring costs in the following cost and expense categories within the consolidated statements of operations:

For the Nine Months Ended


                                                                    September 30,           September 30,
                                                                        2022                    2021
                                                                                (In millions)
Cost of sales (a)                                                 $          9.8          $          1.9
Other selling and administrative expenses (b)                               16.6                    26.4
                                                                  $         26.4          $         28.3


(a)Severance and other restructuring costs recorded within cost of sales in the
consolidated statements of operations are included in segment operating income
(loss) in "Note 21 to the Consolidated Financial Statements-Segment Information"
of this Quarterly Report on Form 10-Q.

(b)Severance and other restructuring costs recorded within other selling and administrative expenses in the consolidated statements of operations are included in corporate and other expense in "Note 21 to the Consolidated Financial Statements-Segment Information" of this Quarterly Report on Form 10-Q.



As of September 30, 2022, Mattel has recorded cumulative severance and other
restructuring charges related to the Program of approximately $112 million,
which include approximately $26 million of non-cash charges. Mattel realized
cumulative cost savings (before severance, restructuring costs, and cost
inflation) of approximately $240 million, which represents approximately 80%
benefit to cost of sales, 15% benefit to other selling and administrative
expenses, and 5% benefit to advertising and promotion expenses, as of
September 30, 2022, in connection with the Program.

                                                                            

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Liquidity and Capital Resources



Mattel's primary sources of liquidity are its domestic and foreign cash and
equivalents balances, short-term borrowing facilities, including its
$1.40 billion senior secured revolving credit facility (the "new senior secured
revolving credit facility"), and access to capital markets to fund its
operations and obligations. Such obligations may include capital expenditures,
debt service, future royalty payments pursuant to licensing agreements, future
inventory and service purchases, and required cash contributions and payments
related to benefit plans. Of Mattel's $349.0 million in cash and equivalents at
September 30, 2022, approximately $214.7 million was held by foreign
subsidiaries, including $70.8 million held in Russia.

Cash flows from operating activities could be negatively impacted by decreased
demand for Mattel's products, which could result from factors such as, but not
limited to, adverse economic conditions and changes in public and consumer
preferences, or by increased costs associated with manufacturing and
distribution of products or shortages in raw materials or component parts.
Additionally, Mattel's ability to issue long-term debt and obtain seasonal
financing could be adversely affected by factors such as, but not limited to,
global economic crises and tight credit environments, an inability to comply
with its debt covenants and its new senior secured revolving credit facility
covenants, or deterioration of Mattel's credit ratings. As discussed under Part
I, Item 2 "Management's Discussion and Analysis of Financial Condition and
Results of Operations-COVID-19 Update / Recent Developments" of this Quarterly
Report on Form 10-Q, many of the aforementioned factors have been and may be
adversely affected by COVID-19 or other macro-economic factors. However, based
on Mattel's current business plan and factors known to date, including the
currently known impacts of COVID-19, it is expected that existing cash and
equivalents, cash flows from operations, availability under the new senior
secured credit revolving facility, and access to capital markets, will be
sufficient to meet working capital and operating expenditure requirements for
the next twelve months.

Current Market Conditions

Mattel is exposed to financial market risk resulting from changes in interest and foreign currency exchange rates.



Consistent with prior periods, Mattel intends to utilize its new senior secured
revolving credit facility to meet its short-term liquidity needs. At
September 30, 2022, Mattel had no outstanding borrowings under the new senior
secured revolving credit facility and approximately $9 million in outstanding
letters of credit under the new senior secured revolving credit facility.

Market conditions could affect certain terms of other debt instruments that Mattel enters into from time to time.

Mattel monitors the third-party depository institutions that hold Mattel's cash and equivalents. Mattel's emphasis is primarily on safety and liquidity of principal, and secondarily on maximizing the yield on those funds. Mattel diversifies its cash and equivalents among counterparties and securities to minimize risks.



Mattel is subject to credit risks relating to the ability of its counterparties
in hedging transactions to meet their contractual payment obligations. The risks
related to creditworthiness and nonperformance have been considered in the fair
value measurements of Mattel's foreign currency forward exchange contracts.
Mattel closely monitors its counterparties and takes action, as necessary, to
manage its counterparty credit risk.

Mattel expects that some of its customers and vendors may experience difficulty
in obtaining the liquidity required to buy inventory or raw materials. Mattel
monitors its customers' financial condition and their liquidity in order to
mitigate accounts receivable collectability risks, and customer terms and credit
limits are adjusted, if necessary. Additionally, Mattel uses a variety of
financial arrangements to ensure collectability of accounts receivable of
customers deemed to be a credit risk, including requiring letters of credit,
factoring, purchasing various forms of credit insurance with unrelated third
parties, or requiring cash in advance of shipment.

Mattel sponsors defined benefit pension plans and postretirement benefit plans
for its employees. Actual returns below the expected rate of return, along with
changes in interest rates that affect the measurement of the liability, would
impact the amount and timing of Mattel's future contributions to these plans.

Mattel's business has been impacted by COVID-19. Refer to Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations-COVID-19 Update / Recent Developments" for further discussion regarding the impact and potential impacts of COVID-19 or other macro-economic factors on Mattel's business.

Cash Flow Activities



Cash flows used for operating activities were $274.8 million in the first nine
months of 2022, as compared to $255.9 million in the first nine months of 2021.
The increase in cash flows used for operating activities was primarily due to
higher working capital usage, partially offset by higher net income, excluding
the impact of the release of valuation allowances on deferred tax assets in 2021
and other non-cash items.
                                                                            

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Cash flows used for investing activities were $97.5 million in the first nine
months of 2022, as compared to $71.5 million in the first nine months of 2021.
The increase in cash flows used for investing activities was primarily due to
lower proceeds from the sale of assets/business and higher capital expenditures
in the first nine months of 2022 as compared to the first nine months of 2021.

Cash flows used for financing activities were $9.5 million in the first nine
months of 2022, as compared to $279.9 million in the first nine months of 2021.
The decrease in cash flows used for financing activities was primarily due to
cash used for repayment and refinancing of the 2017/2018 Senior Notes due
December 2025 in the first nine months of 2021.

Seasonal Financing

See Part I, Item 1 "Financial Statements-Note 7 to the Consolidated Financial Statements-Seasonal Financing" of this Quarterly Report on Form 10-Q.

Financial Position



Mattel's cash and equivalents decreased $382.4 million to $349.0 million at
September 30, 2022, as compared to $731.4 million at December 31, 2021, due to
seasonal working capital usage and capital expenditures, partially offset by net
income, excluding the impact of non-cash items, during the first nine months of
2022. Mattel's cash and equivalents increased $200.5 million to $349.0 million
at September 30, 2022, as compared to $148.5 million at September 30, 2021,
primarily due to cash flows from operating activities in the trailing twelve
months, partially offset by capital expenditures and payments of short-term
borrowings.

Accounts receivable increased $308.9 million to $1.38 billion at September 30,
2022, as compared to $1.07 billion at December 31, 2021, primarily due to the
seasonality of Mattel's business, partially offset by the negative impact of
foreign currency translation. Accounts receivable decreased $56.4 million to
$1.38 billion at September 30, 2022, as compared to $1.44 billion at
September 30, 2021, primarily due to the negative impact of foreign currency
translation.

Inventories increased $306.6 million to $1.08 billion at September 30, 2022, as
compared to $777.2 million at December 31, 2021, primarily due to seasonal
inventory build and the impact of cost inflation. Inventories increased $229.3
million to $1.08 billion at September 30, 2022, as compared to $854.5 million at
September 30, 2021, primarily due to accelerated seasonal production and the
impact of cost inflation, partially offset by foreign currency translation.

Prepaid expenses and other current assets decreased $24.4 million to $268.9
million at September 30, 2022, as compared to $293.3 million at December 31,
2021, due to settlement of a receivable due from insurers related to a legal
matter, partially offset by increases in derivative receivables and other
miscellaneous prepaid expenses. Prepaid expenses and other current assets
decreased $5.4 million to $268.9 million at September 30, 2022, as compared to
$274.3 million at September 30, 2021, due to the settlement of a receivable due
from insurers related to a legal matter, partially offset by increases in
derivative receivables, prepaid royalties, and other miscellaneous prepaid
expenses.

Accounts payable and accrued liabilities decreased $295.0 million to $1.28
billion at September 30, 2022, as compared to $1.57 billion at December 31,
2021, primarily due to the settlement of an accrued legal matter and the impact
of foreign currency translation, as well as decreases to accrued advertising and
accrued incentive compensation. Accounts payable and accrued liabilities
decreased $181.5 million to $1.28 billion at September 30, 2022, as compared to
$1.46 billion at September 30, 2021, primarily due to the impact of foreign
currency translation and the settlement of an accrued legal matter, as well as a
decrease to accrued incentive compensation.
                                                                            

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A summary of Mattel's capitalization is as follows:



                                                              September 30, 2022                           September 30, 2021                 December 

31, 2021


                                                                                    (In millions, except percentage information)
Cash and equivalents                           $           349.0                                      $    148.5                         $    731.4

Short-term borrowings                                          -                                           128.0                                  -
2010 Senior Notes due October 2040                         250.0                                           250.0                              250.0
2011 Senior Notes due November 2041                        300.0                                           300.0                              300.0
2013 Senior Notes due March 2023                           250.0                                           250.0                              250.0
2019 Senior Notes due December 2027                        600.0                                           600.0                              600.0
2021 Senior Notes due April 2026                           600.0                                           600.0                              600.0
2021 Senior Notes due April 2029                           600.0                                           600.0                              600.0
Debt issuance costs and debt discount                      (25.5)                                          (30.2)                             (29.0)
Total debt                                               2,574.5                          57  %          2,697.8             67  %          2,571.0             62  %
Stockholders' equity                                     1,967.5                          43             1,313.7             33             1,568.8             38
Total capitalization (debt plus equity)        $         4,541.9                         100  %       $  4,011.5            100  %       $  4,139.8

100 %




On March 19, 2021, Mattel issued (i) $600 million aggregate principal amount of
3.375% Senior Notes due 2026 (the "2026 Notes") and (ii) $600 million aggregate
principal amount of 3.750% Senior Notes due 2029 (the "2029 Notes" and, together
with the 2026 Notes, the "Notes"). The 2026 Notes will mature on April 1, 2026
and the 2029 Notes will mature on April 1, 2029, unless earlier redeemed in
accordance with their respective terms. The Notes are guaranteed by Mattel's
existing and, subject to certain exceptions, future wholly-owned domestic
restricted subsidiaries that guarantee Mattel's new senior secured revolving
credit facility or certain other indebtedness.

The net proceeds from the offering, together with cash on hand, were used to
redeem $1.23 billion in aggregate principal amount of Mattel's outstanding 2025
Notes and pay related prepayment premiums and transaction fees and expenses. As
a result of the partial redemption of the 2025 Notes, Mattel incurred a loss on
extinguishment of $83.2 million, comprised of $62.0 million of prepayment
premium costs and a $21.2 million write-off of the unamortized debt issuance
costs, which was recorded within interest expense in the consolidated statements
of operations in the first quarter of 2021.

On July 1, 2021, Mattel redeemed the remaining outstanding $275 million
aggregate principal amount of the 2025 Notes. As a result of the redemption,
Mattel incurred a loss on extinguishment of $18.5 million, comprised of
$14.0 million of prepayment premium costs and a $4.5 million write-off of the
unamortized debt issuance costs, which was recorded within interest expense in
the consolidated statements of operations in the third quarter of 2021.

Total debt, including short-term borrowings, remained relatively consistent at $2.57 billion at September 30, 2022, as compared to $2.57 billion at December 31, 2021.



Total debt, including short-term borrowings, was $2.57 billion at September 30,
2022, as compared to $2.70 billion at September 30, 2021, primarily due to the
repayment of short-term borrowings.

Stockholders' equity increased $398.6 million to $1.97 billion at September 30,
2022, as compared to $1.57 billion at December 31, 2021, primarily due to net
income for the first nine months of 2022. Stockholders' equity increased $653.8
million to $1.97 billion at September 30, 2022, as compared to $1.31 billion at
September 30, 2021, primarily due to net income for the trailing twelve months
and the impact of share-based compensation recognized in additional paid-in
capital.

Litigation

See Part I, Item 1 "Financial Statements-Note 20 to the Consolidated Financial Statements-Contingencies" of this Quarterly Report on Form 10-Q.

Application of Critical Accounting Policies and Estimates



Mattel's critical accounting policies and estimates are included in the 2021
Annual Report on Form 10-K and did not materially change during the first nine
months of 2022.
                                                                            

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New Accounting Pronouncements

See Part I, Item 1 "Financial Statements-Note 22 to the Consolidated Financial Statements-New Accounting Pronouncements" of this Quarterly Report on Form 10-Q.

Non-GAAP Financial Measure



To supplement the financial results presented in accordance with accounting
principles generally accepted in the United States of America ("U.S. GAAP"),
Mattel presents a non-GAAP financial measure within the meaning of Regulation G
promulgated by the SEC. The non-GAAP financial measure that Mattel presents is
currency exchange rate impact. Mattel uses this measure to analyze its
continuing operations and to monitor, assess, and identify meaningful trends in
its operating and financial performance. Mattel believes that the disclosure of
this non-GAAP financial measure provides useful supplemental information to
investors to be able to better evaluate ongoing business performance and certain
components of Mattel's results. This measure is not, and should not be viewed
as, a substitute for GAAP financial measures and may not be comparable to
similarly-titled measures used by other companies.

Currency Exchange Rate Impact

The currency exchange rate impact reflects the portion (expressed as a percentage) of changes in Mattel's reported results that are attributable to fluctuations in currency exchange rates.



For entities reporting in currencies other than the U.S. dollar, Mattel
calculates the percentage change of period-over-period results at constant
currency exchange rates (established as described below) by translating current
period and prior period results using these rates. It then determines the
currency exchange rate impact percentage by calculating the difference between
the percentage change at such constant currency exchange rates and the
percentage change at actual exchange rates.

The constant currency exchange rates are determined by Mattel at the beginning
of each year and are applied consistently during the year. They are generally
different from the actual exchange rates in effect during the current or prior
period due to volatility in actual foreign exchange rates. Mattel considers
whether any changes to the constant currency rates are appropriate at the
beginning of each year. The exchange rates used for these constant currency
calculations are generally based on prior year actual exchange rates.

Mattel believes that the disclosure of the percentage impact of foreign currency
changes is useful supplemental information for investors to be able to gauge
Mattel's current business performance and the longer-term strength of its
overall business since foreign currency changes could potentially mask
underlying sales trends. The disclosure of the percentage impact of foreign
exchange allows investors to calculate the impact on a constant currency basis
and also enhances their ability to compare financial results from one period to
another.

Key Performance Indicator

Gross billings represent amounts invoiced to customers. It does not include the
impact of sales adjustments, such as trade discounts and other allowances.
Mattel presents changes in gross billings as a metric for comparing its
aggregate, categorical, brand, and geographic results to highlight significant
trends in Mattel's business. Changes in gross billings are discussed because,
while Mattel records the details of sales adjustments in its financial
accounting systems at the time of sale, such sales adjustments are generally
recorded by customer and not associated with categories, brands, and individual
products.
                                                                            

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