United States securities and exchange commission logo





                             July 7, 2020

       Joseph J. Euteneuer
       Chief Financial Officer
       MATTEL INC /DE/
       333 Continental Boulevard
       El Segundo, CA 90245

                                                        Re: MATTEL INC /DE/
                                                            Form 10-K for the
Year Ended December 31, 2019
                                                            Filed February 25,
2020
                                                            Form 10-Q for the
Quarter Ended March 31, 2020
                                                            Filed May 6, 2020
                                                            File No. 001-05647

       Dear Mr. Euteneuer:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Year Ended December 31, 2019

       Management Discussion and Analysis
       Non-GAAP Financial Measures, page 47

   1.                                                   You disclose that gross
sales represents sales to customers excluding the impact of sales
                                                        adjustments, such as
trade discounts and other allowances. We acknowledge your
                                                        historical presentation
of this measure as a non-GAAP measure of revenue and related
                                                        reconciliation to net
sales reported in accordance with GAAP. However, you also
                                                        describe it as a metric
in your disclosures. With regards to your disclosure of gross sales
                                                        and in light of our
existing non-GAAP guidance as well as our recent guidance in Release
                                                        No. 33-10751 relating
to metrics, we have the following comments:

                                                              Please clearly
explain what    gross sales    represents. For example, does it represent
 Joseph J. Euteneuer
FirstName   LastNameJoseph J. Euteneuer
MATTEL INC      /DE/
Comapany
July 7, 2020NameMATTEL INC /DE/
July 7,2 2020 Page 2
Page
FirstName LastName
              full retail price of your products, such as MSRP?
                Tell us if you view    gross sales    to be a non-GAAP measure
of revenue or a metric
              based upon your assessment of Item 10(e) of Regulation S-K and
the guidance in
              Release No. 33-10751 and why.
                Considering that gross sales is widely disclosed throughout
your documents, please
              tell us how you analyze trends in the level of trade discounts
and other allowance
              provided to customers and if you have considered providing
enhanced disclosures so
              that your investors can understand the relationship between
gross sales    and    net
              sales.

         We may have further comments upon review of your response.
Form 10-Q for the period ended March 31, 2020

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Application of Critical Accounting Policies and Estimates, page 38

2.       We note your disclosure indicating that you concluded that the impact
of COVID-19 did
         not result in a triggering event for an updated goodwill impairment
analysis during the
         first quarter of 2020 and that your estimates included in the 2019
annual report did not
         materially change during the first quarter. You also disclosed that
material downward
         revisions to growth in net sales or profitability may result in the
impairment of goodwill
         for the American Girl and International reporting units. While we note
your disclosure
         regarding your third quarter impairment analysis indicating that the
estimated fair value of
         the American Girl and International reporting units had more than 25%
excess fair value
         over its carrying value, considering the first quarter sales decrease
of 16% for American
         Girl that increased segment loss by 23%, triggered by store closures
and the sustained
         unfavorable economic environment triggered by COVID-19 into the second
quarter,
         please tell us your basis for not considering the aforementioned
factors a triggering event
         to perform an interim impairment analysis. Provide similar information
for any other
         units that may be impacted by the 26% decrease in revenues from the
infant, toddler, and
         preschool category. Please tell us what consideration you have given
into performing an
         interim impairment analysis during the second quarter, how you expect
your key
         assumptions to change from those used in the previous analysis, and
your estimate of any
         resulting impairment. If you believe an updated impairment analysis is
not warranted,
         please provide us with your analysis in this regard.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Joseph J. Euteneuer
MATTEL INC /DE/
July 7, 2020
Page 3

       You may contact Effie Simpson at (202) 551-3346 or Melissa Raminpour,
Accounting
Branch Chief, at (202) 551-3379 if you have questions regarding comments on the
financial
statements and related matters. Please contact the undersigned with any other
questions.



FirstName LastNameJoseph J. Euteneuer                    Sincerely,
Comapany NameMATTEL INC /DE/
                                                         Division of
Corporation Finance
July 7, 2020 Page 3                                      Office of
Manufacturing
FirstName LastName