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Fitch Rates Mattel's $500MM Unsecured Notes 'A-'



  Fitch Rates Mattel's $500MM Unsecured Notes 'A-'

Business Wire

NEW YORK -- March 4, 2013

Fitch Ratings has assigned an 'A-' rating to Mattel Inc.'s (Mattel) $500
million senior unsecured notes issuance with the following tranches:

--$250 million due in 2018;
--$250 million due in 2023.

The Rating Outlook is Stable.

Mattel intends to use the net proceeds from this debt issuance for general
corporate purposes including the repayment of four notes totaling $400 million
that mature in 2013.

The new notes contain a Change of Control Repurchase Event provision. Upon the
occurrence of both a Change of Control and rating downgrades below investment
grade by each of the three rating agencies, unless Mattel exercises its right
to redeem the notes, the company will be required to make an offer to purchase
the notes at a price equal to 101% of the aggregate principal amount plus
accrued and unpaid interest. The note indenture contains limitations on liens
and sale-leasebacks but does not contain financial covenants.

KEY RATING DRIVERS

The ratings reflect Mattel's leading position in the traditional toy industry,
significant scale with over $6 billion in revenues, strong brands with proven
longevity, ample liquidity and a broadly diversified product portfolio.
Geographic diversification is also well balanced with 48% of revenues
generated outside the U.S. These factors help to mitigate key industry
challenges of seasonality, retailer concentration and fashion risk.

The company's financially conservative policies designed to maintain a strong
balance sheet and healthy cash flow also supports the rating. Mattel has had
fairly steady performance over a long period of time. Leverage (debt/EBITDA)
at the end of 2012 was approximately 1.1x and has not exceeded 1.4x in more
than 10 years. Leverage is expected to remain in the 1.4x range or less going
forward. FFO adjusted leverage has been less than 2.7x over the comparable
period. FCF was a record $633 million in 2012. It is expected to remain robust
but down moderately in 2013 if a $137.8 million payment related to the Carter
Bryant and MGA Entertainment, Inc. lawsuit is made this year. Mattel has room
within its ratings to add a moderate amount of incremental debt.

STABLE OUTLOOK

The Stable Outlook is underpinned by Mattel's consistent track record and
management's conservative financial posture. The company has a capital and
investment framework that has been in place since 2003 which includes
maintaining approximately $800 million to $1 billion in year-end cash and a
year-end debt-to-capital ratio of about 35%. At Dec. 31, 2012, the
debt-to-capital ratio was within management's expectations at 33% and cash of
$1.3 billion well exceeded year-end cash goals. The 35% equates to debt/EBITDA
of approximately 1.2x, which is within the company's historical range, and is
a factor in Mattel's strong credit protection measures that supports both the
Outlook and the rating. Any material tightening or loosening of its capital
and investment framework would represent a change in management's financial
strategy and could have rating implications.

FINANCIAL PERFORMANCE

Mattel has been gaining share with well received brands such as Monster High
and American Girl. The company's core sales incorporating mix and price
increases more than offset the 2% negative drag from foreign exchange
translation. As a result, revenues were up 2% to $6.4 billion. Operating
income which excludes the $137.8 million litigation charge, improved almost
26% to $1.4 billion as pricing, mix and cost savings offset higher input and
other costs. The company's strong financial performance and improved working
capital set the stage for record FCF in 2012.

LIQUIDITY

Mattel's liquidity is considerable at the end of its fiscal year. The company
had $1.3 billion in cash, as mentioned previously, and a $1.4 billion
unutilized revolving credit facility which matures in March 2015. Debt
maturities are modest. After the $400 million (a $350 million note due in
March 2013 and three small notes totaling $50 million due in November 2013)
notes are repaid with proceeds from this issuance, there are no long term debt
maturities in 2014 and 2015.

RATINGS SENSITIVITIES

Positive: Future developments that may, individually or collectively, lead to
positive rating actions include a commitment to operating with leverage under
1x and FCF consistently over the long term average of $300 million, all while
maintaining or growing market share.

Negative: Future developments that may potentially lead to a negative rating
action are large leveraged share repurchases or acquisitions. These management
controlled directives are not expected.

Exogenous developments that could potentially lead to a negative rating action
could be a material and consistent loss of market share or a secular decline
in the traditional toy industry such that the company is unable to maintain
its capital and investment framework and current credit protection measures.

Fitch rates Mattel as follows:

--Long-term Issuer Default Rating (IDR) 'A-';
--Short-term IDR 'F2';
--Commercial Paper program 'F2';
--Unsecured bank facility 'A-';
--Senior unsecured notes 'A-'.

Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.

Applicable Criteria and Related Research:
--'Corporate Rating Methodology' (Aug. 8, 2012)

Applicable Criteria and Related Research
Corporate Rating Methodology
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS.
PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK:
HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING
DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S
PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND
METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF
CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL,
COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM
THE 'CODE OF CONDUCT' SECTION OF THIS SITE.

Contact:

Fitch Ratings
Primary Analyst:
Grace Barnett, +1-212-908-0718
Director
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10004
or
Secondary Analyst:
Carla Norfleet Taylor, CFA, +1-312-368-3195
Director
or
Committee Chairperson:
Sharon Bonelli, +1-212-908-0581
Managing Director
or
Media Relations:
Brian Bertsch, +1 212-908-0549 (New York)
brian.bertsch@fitchratings.com
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