Code of Conduct

May, 2011


The Code of Conduct is Our General Statement of Ethical Business Conduct

To Whom Does the Code Apply?

Employees With Leadership Roles Have Additional Responsibilities

What Are the Consequences for Failing to Act Ethically?

Where Should We Turn for Guidance or to Raise Concerns?

Conflicts of Interest

Common Situations

Family Members and Close Personal Relationships

Business Gifts and Entertainment

Outside Activities

Seek Guidance and Assistance

Corporate Opportunities
Our Responsibilities
Our Responsibility to Each Other

Respect and Diversity

Employee Health and Safety

Our Responsibility to Consumers

Product Quality and Safety

Consumer Information

Advertising and Promotions

Our Responsibility to Shareholders

Protecting Mattel's Assets

Insider Information and Securities Trading

Communications with Investors

Accuracy of Company Records, Public Reports and Communications

Business Communications

Records Retention

Our Responsibility to Business Partners

Doing Business with Others

Fair Dealing

Responsible Manufacturing and Distribution Practices

Purchasing Practices

Government Customers

Our Responsibility to Fair Competition

Gathering Competitive Information

Fair Competition and Antitrust

Our Responsibility to Communities

Community Service

Environment and Sustainability

Communication to the Media

Our Responsibility to Government and Compliance with the Law

Which Law Applies?

Political Activity

Anti-Corruption Laws

Money Laundering

International Trade

How to Get Help and Raise Concerns


Raising Concerns or Complaints About Accounting or Auditing Matters

The Code of Conduct is Our General Statement of Ethical Business Conduct

The Code of Conduct is a statement of Mattel's standards of ethical business conduct, based on our commitment to adhere to Mattel's values and to comply with the law.

At Mattel, our values are:

Play Fair

Act with unwavering integrity on all occasions.

Treat each other with respect and dignity.

Be accountable for the impact of every action and decision.

Trust each other to make the right decisions.

Play Together

Work as a team to realize our full potential.

Form lasting partnerships and productive relationships.

Enrich the communities where we work and play.

Play with Passion

Use unparalleled innovation and creativity to make a positive impact on the lives of children and families around the globe.

Have the ingenuity, commitment and confidence to drive change.

Play to Grow

Pursue inventive thinking and take smart risks.

Reward innovation in every part of our business.

Be leaders, deliver superior quality and surpass goals.

The Values Statement includes a commitment to act with unwavering integrity.

This includes an obligation to obey the laws of the countries and communities in which we do business. As a global company conducting business around the world, Mattel's operations are subject to the laws of many governments. We must comply with all applicable laws, rules and regulations wherever Mattel does business.

This Code of Conduct outlines our broad responsibilities. More guidance is provided in Company Policies, procedures, employee handbooks and other guidelines. All guidelines established for business operations must be consistent with the standards of ethical behavior outlined in the Code of Conduct.

All employees are expected to comply with the Code of Conduct, Company Policies and laws that govern our activities.

To Whom Does the Code Apply?

The Code of Conduct applies to all Mattel employees (including temporary, part-time and seasonal employees).

Certain specified provisions of the Code of Conduct also apply to members of Mattel's Board of Directors ("Directors") in their capacity as such.

Employees With Leadership Roles Have Additional Responsibilities

Leaders should foster an environment of ethical behavior by

What Are the Consequences for Failing to Act Ethically?

Failures to act ethically and violations of the Code of Conduct and Company Policies can impact Mattel's business and reputation, and can have serious consequences for all Mattel stakeholders, including employees, shareholders, consumers, business partners and our communities.

Whenever Mattel becomes aware of a violation of the Code of Conduct, Company Policy or the law, we will act to correct the problem and prevent future occurrences. Depending on the circumstances, the corrective and preventive steps might include training, counseling and disciplinary actions up to and including termination of employment and civil or criminal prosecution.

You have a responsibility to speak up when you are in a situation which you believe may violate or lead to a violation of the Code of Conduct, Company Policy or the law.

Where Should We Turn for Guidance or to Raise Concerns?

Employees who have questions about the Code of Conduct, Company Policy or conduct that may violate these standards can turn to the following resources for help:

All questions and concerns will be handled fairly and discreetly, and retaliation against any employee for reporting an ethical concern is prohibited.

See the "How to Get Help and Raise Concerns" section for procedures for raising concerns about accounting and auditing matters.

Conflicts of Interesttop

A conflict of interest arises any time our personal interests might affect our judgment as to what is in the best interest of Mattel, or make it difficult to perform our work for Mattel objectively and effectively.

Employees and Directors must act in the best interests of Mattel, without considering personal interests or the potential for personal benefit.

It is very important to consider the appearance of conflicts of interest, since perceived conflicts can be as damaging to Mattel's reputation as actual conflicts. Employees who are responsible for purchasing goods and services should be especially aware of the potential for a conflict of interest.

You should talk to your supervisor and your HR Representative any time you become aware of a potential conflict of interest, as these individuals can help you determine whether there may be an actual, potential, or perceived conflict of interest.

Common Situations

It is not possible to list all situations which might create a conflict of interest. Some common situations involve relationships, financial investments and secondary employment.

Family Members and Close Personal Relationships

Work assignments involving family members or employees who have close personal relationships may create an actual, potential, or perceived conflict of interest, and they may create a negative or unprofessional work environment. Therefore, an individual may not be hired or promoted into a position that reports directly or indirectly to a family member, or to an employee with whom the individual has a close personal relationship.

Who is a Family Member?
A family member is anyone related by blood, marriage or adoption.

What is a Close Personal Relationship?
A partner of either sex, anyone who resides with an employee, close friends and individuals in a dating relationship.

Jobs and work assignments will be awarded on the basis of qualifications, skills and achievement, and not family or personal relationships.

HR Representatives and supervisors should be consulted when a family or personal relationship between employees could present an actual, potential or perceived conflict.

Business Gifts and Entertainment

Business gifts and entertainment can be useful to strengthen business relationships. However, we should not offer or accept a gift, favor or entertainment if it will obligate or appear to obligate the recipient.

We should not request or solicit personal gifts, favors, entertainment or services. In addition, we should not use our position at Mattel to solicit vendors to provide personal preferential treatment in pricing, terms or loans.

We should use prudent judgment and moderation when considering whether to accept or offer a gift.

Accepting Gifts
We should generally not accept gifts from business partners or competitors. We may accept small gifts (gifts that do not exceed $100 in value from a single source during any year). Gifts in excess of $100 in value should be returned to the sender with a letter of explanation. However, if it would be impractical or discourteous to refuse a gift, the gift should be donated to charity through Mattel's Philanthropy Programs.

Employees are not permitted to accept gifts of cash or cash equivalents (such as checks, savings bonds, stock or other corporate securities) of any value. Gift certificates and gift cards that allow the recipient to choose from a wide range of goods and services may be considered cash equivalents. For this reason, employees should consult their HR Representatives before accepting a gift certificate or gift card.

Offering Gifts
We should not offer a gift unless it is a common courtesy or gesture, is customary business practice, and is proper and reasonable in the circumstances.

We should not offer a gift if we are aware that the offer would violate the policies of the recipient's employer. We should always consult the Law Department before offering gifts to any government officials.

See the discussion on Anti-Corruption Laws in the "Our Responsibility to Government" section.

We may accept or provide business entertainment and meals that are reasonable in the context of the business and advance the Company's interests. Examples include attending a local cultural event, a sporting event or a business meal with a business associate (such as a customer or a supplier).

However, if the business associate will not be present with us, then the event is not considered business entertainment. Rather, it is considered a gift, subject to the $100 limitation described above.

Outside Activities

Secondary Employment

Mattel expects employees to be committed to meeting their responsibilities at Mattel. Second jobs and other responsibilities could interfere with this commitment.

Therefore, we must obtain the approval of Human Resources before

under circumstances that may conflict with our ability to fulfill our job duties or may raise a potential conflict of interest.

The skills we learn and use at Mattel should not be used in a way that could hurt Mattel's business. Providing services in any capacity to an organization that competes with Mattel in any manner, or engaging in any personal effort that competes with Mattel in any manner presents an actual conflict of interest, and is prohibited. Providing services in any capacity to suppliers or customers of Mattel has a high potential for a conflict of interest, and must be approved by Human Resources.


Our personal investments should not influence, or appear to influence, the business decisions we make on Mattel's behalf.

For example, if we are in a position to make decisions that could have a significant impact on the business of a supplier or customer, we should avoid any investment in the supplier or customer that might affect, or appear to affect, our business decisions.

We should also avoid any investment in a competitor which might affect, or appear to affect, our business decisions.

Serving Non-Profit or Community Organizations

Mattel supports non-profit or community organizations through Philanthropy Programs, including the Mattel Children's Foundation and Signature Partnerships, with financial contributions, toy donations, and other resources.

Mattel provides opportunities for employees to participate in Mattel's Philanthropy Programs, and encourages employees to support charitable organizations and our communities with volunteer activities. However, we should not allow our volunteer activities to interfere with the conduct of Mattel's business.

When we engage in activities that are not related to Mattel's business or to our volunteer activities in support of Mattel's Philanthropy Programs, we should not use our position in Mattel in a manner that would lead outsiders to believe that we are acting on Mattel's behalf, or that Mattel is actively involved in or sponsors these activities.

Seek Guidance and Assistance

We should discuss any questions about Conflicts of Interest with our supervisors and HR Representatives, and consult the Law Department if necessary.

Specific guidelines on these and other common situations are provided in the Conflict of Interest Policy.

Corporate Opportunitiestop

Employees and Directors should not compete with Mattel, or take for their personal benefit any opportunities (for example, relating to products, inventions or investments) that are discovered through the use of corporate property, information or position. We should not use corporate property, information or position for personal gain.

Employees and Directors should seek to advance the legitimate interests of Mattel when the opportunity to do so arises.

Our Responsibilitiestop
Our Responsibility to Each Othertop
Respect and Diversity

We will treat others as we want to be treated – with respect, dignity and fairness.

We have the right to work in an environment free from discrimination and harassment based on:

We should respect our co-workers' rights, and remember that such discrimination and harassment will not be tolerated.

We should speak out when the conduct of a co-worker makes us or others uncomfortable. We each have a responsibility to report to Human Resources any such harassment or discrimination that we experience or observe.

As part of our business strategy for success, we strive for diversity in who we are and what we do, primarily through our people, perspectives, partners, and products.

We provide equal employment opportunity for all applicants and employees, without regard to the characteristics listed above. We make employment decisions to meet our business needs based on factors such as qualifications, skills and achievement – all in compliance with local and national employment laws.

Employee Health and Safety

Mattel has established safety programs to provide information and training for safe practices during normal business operations and for emergency situations.

We are responsible for observing safety and health rules, for taking appropriate precautionary measures and for reporting unsafe or hazardous conditions to our supervisors, Mattel's Global Sustainability Department, Global Security Department or local Mattel Facilities and Security personnel.

In order to maintain Mattel's high standards for quality, productivity and safety, employees should be in suitable mental and physical condition at work. Possessing, buying or selling, using or being under the influence of illegal drugs or engaging in any other activities which create an unsafe work environment while on duty, or when on Mattel premises, are expressly prohibited. The consumption of alcohol while on duty or when on Mattel premises is prohibited except during approved Mattel social functions.

Our Responsibility to Consumerstop
Product Quality and Safety

Mattel's reputation for product quality and safety is one of its most valuable assets. Our commitment to product quality and safety is part of our design, manufacturing, testing and distribution processes, and is key to the success of Mattel's business.

Children's health, safety and well-being are our primary concern. We will meet or exceed legal requirements and industry standards for product quality and safety. We work every day to earn the trust of our consumers through our dedication to safety by making products that parents can trust.

Any employee with concerns about product safety or quality should report them to Mattel's Corporate Product Integrity Department.

Consumer Information

We respect the confidentiality of consumer information consistent with all applicable privacy and data protection laws and regulations. We do not share, sell or trade any private or sensitive personal information obtained online from children unless we receive the prior consent of a parent or we are required by legal process to disclose it.

Advertising and Promotions

Mattel's advertising, packaging, point of purchase displays, promotional programs, sweepstakes, and other brand and product promotion activities must comply with all laws and uphold Mattel's reputation for honesty and integrity.

We follow high standards of commercial fairness in ads and promotions. We show the features, quality and performance of Mattel's products fairly in all advertising and packaging taking into account the age of our target audience. We do not misstate facts or provide misleading or deceptive information about Mattel's products, or about the products of a competitor.

We should consider Mattel's reputation when we evaluate promotional opportunities, such as event sponsorships and other joint promotions with business partners. For example, we should avoid connecting Mattel's name to any person or organization if the relationship might harm Mattel's reputation, or to any product, service or activity directed at children if it might be unsafe or inappropriate for children.

Our Responsibility to Shareholderstop
Protecting Mattel's Assets

All employees and Directors share in the responsibility to protect Mattel's assets (including physical assets, financial assets, intellectual property and confidential information) from theft, loss, damage, misuse or waste.

Employees who use company property, such as vehicles and laptop computers, should take appropriate measures to ensure their proper security and use.

Company assets should not be used for illegal purposes, or for personal benefit (except as may be allowed in company-approved compensation arrangements). Incidental personal use of company assets, such as telephones, personal computers and photocopying machines, is permitted as long as such use does not interfere with the employee's duties, is not done for monetary gain, does not conflict with Mattel's business and does not violate any Mattel Policy or applicable law.

We should protect the security of Mattel's computer systems and electronic data by allowing access only by authorized persons, and by properly using passwords.

Commitments and Expenditures

Mattel has Policies that grant authority, and establish review and approval requirements for commitments and expenditures. These guidelines apply to all financial expenditures (including capital expenditures), and to all agreements that commit Mattel's resources and define its business activities.

Examples of commitments subject to these guidelines include:

Authority to Enter Into Agreements

Only officers of Mattel (generally those having a title at or above the Vice President level) are authorized to enter into agreements on behalf of Mattel, and this authority is to be exercised only in compliance with the guidelines. Each of us is responsible for being familiar with these guidelines, understanding the scope of our authority, and ensuring that we do not make commitments (including oral commitments) that exceed our authority.

Intellectual Property and Confidential Information

Mattel's intellectual property is one of its most important assets. Examples of intellectual property include:

Improper use of or reference to Mattel's intellectual property, including in advertising, packaging, correspondence and contracts, can erode Mattel's rights in these assets. To protect Mattel's rights, we should always follow company guidelines about the proper use of intellectual property, and contact the Law Department with any questions.

Confidential information is any information about Mattel's business that has not been made public by Mattel. Examples of confidential information include:

Employees and Directors should not discuss confidential information with any individual who is not obligated to maintain the information in confidence, and should be careful to avoid discussing confidential information in public places such as airplanes, restaurants and elevators.

Some confidential information is also trade secret information. See the Intellectual Property and Confidential Information Policy.

The theft or unauthorized use of Mattel's intellectual property and confidential information could have a significant impact on Mattel's business. Therefore, the protection of Mattel's intellectual property and confidential information is one of the most important responsibilities of employment with Mattel. This obligation continues even after employment ends.

Mattel respects rights in intellectual property and confidential information owned by others. We should protect the confidential information of others from theft, misuse or unauthorized disclosure with the same degree of care used to protect Mattel's confidential information.

Insider Information and Securities Trading

All non-public information about Mattel and about Mattel's business partners obtained in the course of our work at Mattel should be considered confidential information.

Employees and Directors are not permitted to use or share confidential information for purposes of trading securities of Mattel or any other company, or for any other purpose except conducting Mattel's business.

To use such information for personal financial benefit or to "tip" others who might do so is not only unethical, but also illegal.

Employees and Directors should be familiar with and follow Mattel's Insider Trading Policy, and should contact the Law Department with any questions.

Communications with Investors

Only certain officers and Directors designated from time to time are authorized to communicate with investors and securities market professionals (including brokers, analysts and other market professionals) on any subject relating to Mattel business.

No other employees or Directors are authorized to engage in any such communications. Requests for information should be referred to the Investor Relations Department.

Accuracy of Company Records, Public Reports and Communications

Mattel is committed to provide full, fair, complete, accurate, timely and understandable disclosure of information, including financial information, in reports filed with the Securities and Exchange Commission and in other public communications, in accordance with applicable laws, rules and regulations.

Financial books, records and accounts must be maintained in reasonable detail, accurately reflect transactions and events, and conform to applicable legal and accounting requirements and to Mattel's system of internal controls. In order to fulfill our responsibility for sound decision-making, we require honest and accurate recording and reporting of business information and transactions, including quality, safety and personnel data records, as well as financial transactions and records.

Falsification of any record or financial report, such as quality and safety data, time reports or expense reports, will result in immediate disciplinary action.

See the "How to Get Help and Raise Concerns" section for information about procedures for raising concerns about accounting and auditing matters.

Business Communications

Communications (even those we may consider "private" or "personal") may become public, so all correspondence should be clear and accurate. We should avoid exaggeration, inappropriately colorful language, derogatory characterizations and, except for members of the Law Department, legal conclusions. These guidelines apply to communications of all kinds, including e-mail.

Records Retention

We should follow Mattel's Policies and procedures for the retention of records, and follow the Law Department's instructions on the retention of documents in connection with litigation or government investigation.

Our Responsibility to Business Partnerstop
Doing Business with Others

Mattel benefits from business relationships with others who share our values. We build relationships with business partners (vendors, suppliers, distributors, licensors, licensees, joint venture partners, etc.) based on integrity, legal and ethical behavior and mutual trust. We seek to do business with customers and suppliers who reflect the diversity of the worldwide community where we operate.

Fair Dealing

Employees and Directors should deal fairly with Mattel's customers, suppliers, and employees. We should not take unfair advantage of anyone through manipulation, concealment, misuse of confidential information, misrepresentation of material facts or any other practice that does not meet accepted business standards of fairness.

See the section on "Our Responsibility to Fair Competition."

Responsible Manufacturing and Distribution Practices

Mattel strives to ensure that products are manufactured in a responsible and ethical manner. Our Global Manufacturing Principles (GMP) are the cornerstone of our commitment to responsible manufacturing and distribution practices around the world.

The GMP apply to all parties that manufacture or assemble any product or package bearing the Mattel logo. The GMP address issues relating to living and working conditions as well as environmental sustainability, and serve as the basis for Mattel's Corporate Responsibility audit program. In addition, Mattel is an active supporter of the International Council of Toy Industries CARE Process, the global toy industry's ethical manufacturing program.

Purchasing Practices

All suppliers should be treated fairly, ethically and impartially. Mattel's suppliers should be selected on the basis of factors such as suitability, quality, price, and delivery.

Employees involved in the review and selection of suppliers, vendors and service providers should avoid actions that convey or imply that decisions will be influenced by gifts or favors, or by personal or family relationships.

Government Customers

Most countries and localities have special rules, restrictions and procedures for dealing with government customers (including government-owned enterprises). Requirements may include enhanced disclosure requirements in contract negotiations, special billing or shipping procedures or stringent restrictions on gifts, travel and entertainment which can be offered to government employees. All statements and representations to government procurement officials must be accurate and truthful.

Our Responsibility to Fair Competitiontop
Gathering Competitive Information

Mattel does not seek to obtain competitive information by illegal or unethical means, and we do not knowingly use any information obtained that way.

Any employee who finds that Mattel has information that may have been obtained illegally or unethically, such as information provided to us in violation of a confidentiality agreement should immediately inform the Law Department. The employee should turn the information over to a member of the Law Department staff, without sharing it with other Mattel employees.

Fair Competition and Antitrust

Mattel works to compete aggressively and fairly in every market where it operates. To compete fairly, we must follow the antitrust and competition laws of each country, state and locality where Mattel does business.

Antitrust laws are designed to prohibit agreements among companies that would fix prices, divide markets, allocate customers, limit production or otherwise impede or destroy market forces.

For example, these laws may apply to:

In addition, we should avoid exchanging or discussing with any customer information about another customer's pricing policies, product offerings, marketing strategies or any other similar competitive information.

We should always consult the Law Department before we agree to perform any category management services for a customer that may expose us to confidential information about competitors' prices, products, marketing strategies or any other business information.

Trade associations are often helpful to Mattel's business but they can create opportunities for discussions among competitors that may violate the antitrust laws. Any employee who is at a trade association meeting or other meeting where the discussion turns to competitive matters or confidential information should leave the meeting and inform the Law Department.

Our Responsibility to Communitiestop
Community Service

Mattel's Philanthropy Programs improve the lives of children in need in many ways, including contributions of money and products, organized employee volunteer activities and other programs administered by the Mattel Children's Foundation.

Environment and Sustainability

Mattel works to protect the health and safety of employees, and to limit our impact on the environment. We follow all environmental laws wherever we operate, and we include environmental, health and safety standards in our business operations to reduce risks, limit impacts and provide a safe workplace.

Communication to the Media

To ensure that information provided to the public is accurate and consistent, all communications to the media should be coordinated with the Corporate Communications Department. Employees should not talk to the media without prior authorization from Corporate Communications. Any employee who is contacted by a member of the media should refer the inquiry to Corporate Communications.

Communications with investors and with the financial community are also restricted. See the "Our Responsibility to Shareholders" section.

Our Responsibility to Government and Compliance with the Lawtop

Employees and Directors must comply with the laws, rules and regulations wherever Mattel does business.

Every employee has a responsibility to understand the law and the Code as it applies to his or her job. Any employee who has a question or concern about the legality of an action should contact the Law Department for advice.

Which Law Applies?

Mattel, Inc. is incorporated in the United States. The laws of the United States often extend to Mattel's operations throughout the world, and to the business activities of Mattel's employees wherever we live and work.

As a global company, Mattel's operations may be regulated by many different laws at the same time. There may be a conflict between the applicable laws of two or more countries. Any employee who thinks there may be a conflict should ask the Law Department for advice.

The Code of Conduct is intended to promote compliance with the laws and regulations that apply to Mattel's business. However, if we find that compliance with the Code of Conduct might cause us to violate the law, we must obey the law and ask the Law Department for advice as soon as possible. On the other hand, if following any local business custom or practice would cause us to violate the Code of Conduct, we must comply with the Code of Conduct and notify our supervisors of the conflict.

Political Activity

Mattel's assets should not be used to support any political campaign or any other political activity, without the prior approval of the Government Affairs Department. This includes the use of Mattel's facilities, office equipment, supplies, inventory and even our own work time.

Political activities by corporations, including lobbying, are regulated and must be reported under U.S. law and under the laws of many countries where Mattel does business. To avoid any inadvertent violation of those laws, all political and lobbying activities should be discussed and coordinated with the Government Affairs Department and the Law Department.

Mattel is committed to citizenship and community involvement, and encourages employees to contribute their time and support to candidates, parties and civic organizations. However, our individual involvement must be totally voluntary and must be on our own time and at our own expense.

Anti-Corruption Laws

We must follow the laws of the U.S. and other countries that prohibit bribery of all types, including commercial bribery, or kickbacks, as well as bribery of government officials. We should not offer or accept anything of value intended to improperly influence a business or government relationship or that might create an appearance of impropriety. U.S. law also requires accurate books and records so that all payments are properly recorded.

Mattel's business partners (vendors, suppliers, distributors, licensors, licensees, joint venture partners, etc.) may also be required to comply with these laws. We should exercise proper due diligence in selecting our business partners and should avoid relationships with parties with a history of corrupt practices.

The anti-corruption laws are complex, and the consequences for violations of these laws are severe. To avoid problems, we should consult the Law Department in advance for advice on dealings with government officials including any proposed meals, travel or entertainment. We should immediately report to the Law Department any suspected violation of these requirements.

Money Laundering

Money laundering occurs when individuals or companies try to conceal illicit funds or make their source of funds look legitimate. Mattel does not permit its employees or resources to be used in money laundering activities. Mattel complies with all U.S. and international laws against money laundering, which prohibit the acceptance or processing of proceeds of criminal activities (e.g., drug trafficking, arms trading, bribery or fraud).

We should follow basic "Know Your Customer" procedures, and comply with Company Policy regarding acceptable forms of payment.

International Trade

The U.S. and other countries strictly regulate the import and export of products, materials, services, information and technology. We should not transact business directly or indirectly with countries, persons and entities which have been identified by the U.S. and other nations as prohibited trading parties (e.g., sanctioned countries, businesses in sanctioned countries, terrorists and nuclear proliferators). We must comply with all applicable laws, regulations and restrictions on trade, and we should contact the Law Department with any questions.

Mattel will not cooperate with any restrictive trade practices or boycotts prohibited or penalized under U.S. or applicable local laws, such as boycotts against countries friendly to the U.S. (such as Israel) or blacklisted firms. Boycott-related requests must be reported immediately to the Law Department.

We must also comply with the customs and import laws and regulations in all countries from which we export and to which we import. This helps to assure that imported merchandise complies with local regulatory requirements (including product safety requirements and anti-terrorism regulations) and that the proper amount of duties and taxes are collected upon import.

How to Get Help and Raise Concernstop


When faced with an ethical decision, you should ask yourself these questions:

What is the ethics issue?

Start by identifying the problem – what is it about the situation that makes you feel uncomfortable?

Is it a violation of Mattel's Code of Conduct, Company Policy or the law?

If it is, don't do it. If you're not sure, you should talk to your supervisor, your Human Resources representative, or the Law Department.

How will it affect Mattel's stakeholders?

What is the impact on Mattel's consumers, investors, fellow employees, communities and other stakeholders?

How will this affect my reputation and the reputation of Mattel?

Are your actions consistent with Mattel's values? Are you playing fair? Would you feel comfortable explaining the situation to your family or the news media? How does your conscience feel? What would a trusted friend advise?

If you have questions about the Code of Conduct, you should speak up, raise your concerns and ask for help.

Taking Action to Correct Problems

Taking action to correct problems is part of the Mattel culture.

Mattel provides a number of resources that employees can use to raise ethical concerns or report potential violations. If you observe conduct that you believe may be unethical, illegal or in violation of the Code of Conduct or Company Policies, you should report your concerns to your supervisor, the Human Resources Department, the Law Department, the Internal Audit Department, the Global Security Department or the confidential EthicsLine.

All reported concerns will be handled promptly, fairly and discreetly. Employees must cooperate fully with any investigation that Mattel undertakes and must answer truthfully any questions that are asked as part of the investigation.

Retaliation is Not Tolerated

Retaliation toward any employee who in good faith reports an integrity or ethical concern or issue will not be tolerated. Any employee who believes that he or she is being subjected to retaliation for reporting an issue in good faith or assisting in good faith with an investigation should report the matter immediately to the Human Resources Department, the Law Department or the confidential EthicsLine.

Additional Guidance

Because these guidelines are very general, it is possible that under unusual circumstances, the Code of Conduct may not appear to provide complete guidance. You should always seek the advice and agreement of your HR Representative or the Law Department before taking any action that would conflict with the Code of Conduct.

In addition, any waiver of any provision of the Code relating to any Executive Officer or Director must be approved by the Board of Directors or a Board committee, and will be promptly disclosed as required by applicable laws and stock exchange listing standards.

Raising Concerns or Complaints About Accounting or Auditing Matters

Any employee may submit a good faith concern or complaint regarding accounting, internal accounting controls or auditing matters to Mattel, without fear of retaliation of any kind, in any of the following ways (these are general complaint procedures and may vary from country to country due to local laws and regulations):


Remember, every employee - regardless of position, location or function - has the opportunity and responsibility to contribute to Mattel's success by following these standards and acting with integrity every day.