Obligation Mattel 2.5% ( US577081AV44 ) en USD

Mattel

100 % ▲

Etas-Unis

US577081AV44 ( en USD )

2.5% par an ( paiement semestriel )

01/11/2016 - Obligation échue

Prospectus brochure de l'obligation Mattel US577081AV44 en USD 2.5%, échue

2 000 USD

300 000 000 USD

577081AV4

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

L'Obligation émise par Mattel ( Etas-Unis ) , en USD, avec le code ISIN US577081AV44, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/11/2016

L'Obligation émise par Mattel ( Etas-Unis ) , en USD, avec le code ISIN US577081AV44, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Mattel ( Etas-Unis ) , en USD, avec le code ISIN US577081AV44, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/63276/000119312511297768/d...
424B2 1 d248680d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-169539
CALCULATION OF REGISTRATION FEE

Amount
Title of each class of
to be
Maximum offering
Maximum aggregate
Amount of
securities to be registered

registered

price per unit

offering price
registration fee(1)
2.500% Notes due 2016

$300,000,000
99.698%

$299,094,000
$34,276
5.450% Notes due 2041

$300,000,000
99.446%

$298,338,000
$34,190
Total

$600,000,000

$597,432,000
$68,466

(1) Calculated pursuant to Rule 457(o) and (r) under the Securities Act of 1933.
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Prospectus Supplement
(To Prospectus dated September 23, 2010)

We are offering $300,000,000 of our 2.500% Notes due 2016, or the 2016 Notes, and $300,000,000 of our 5.450% Notes
due 2041, or the 2041 Notes. We refer to the 2016 Notes and 2041 Notes, together, as the Notes. We will pay interest on the Notes on
May 1 and November 1 of each year, beginning May 1, 2012. The 2016 Notes will mature on November 1, 2016, and the 2041 Notes
will mature on November 1, 2041. The Notes are redeemable, in whole or in part, at the prices specified under "Supplemental
Description of the Notes--Optional Redemption." In addition, we may redeem the Notes, in whole but not in part, in accordance with
the terms and conditions set forth under "Supplemental Description of the Notes--Special Acquisition Redemption" if we do not
complete the acquisition of HiT Entertainment described under "Summary--Recent Developments." If a change in control triggering
event as described herein occurs, unless we have exercised our option to redeem the Notes, we will be required to offer to
repurchase the Notes at the price described in this prospectus supplement. The Notes will be issued only in minimum denominations
of $2,000 and integral multiples of $1,000.
The Notes will be our senior unsecured obligations and will rank equally with our existing and future senior unsecured
indebtedness.
The Notes will not be listed on any securities exchange. Currently, there are no public markets for the Notes.
Investing in the Notes involves risk. See "Risk Factors" beginning on page S-10 of this
prospectus supplement.

2016 Notes

Total

2041 Notes

Total

Public offering price(1)

99.698%

$299,094,000 99.446%

$298,338,000
Underwriting discount

0.600%

$ 1,800,000 0.875%

$ 2,625,000
Proceeds (before expenses) to us(1)

99.098%

$297,294,000 98.571%

$295,713,000

(1)
Plus accrued interest, if any, from November 8, 2011, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
the Notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes to purchasers through the book-entry delivery system of The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as
operator of the Euroclear System, on or about November 8, 2011, against payment in immediately available funds.

Joint Book-Running Managers

RBC Capital Markets

Wells Fargo Securities

Co-Managers

Citigroup
KeyBanc Capital Markets
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Mitsubishi UFJ Securities

Mizuho Securities

SOCIETE GENERALE

The date of this prospectus supplement is November 4, 2011
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You should rely only on the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or any free writing prospectus we have authorized. We have not, and the underwriters have not,
authorized anyone to provide you with information that is different. We are not, and the underwriters are not, making an offer
to sell these securities in any jurisdiction where the offer or sale of these securities is not permitted. This document may only
be used where it is legal to sell these securities. You should assume that the information in this prospectus supplement and the
accompanying prospectus is accurate only as of the date on the cover page of this prospectus supplement and that any
information we have incorporated by reference is accurate only as of the date of the document incorporated by reference.
Unless the context requires otherwise or unless otherwise indicated, references to "Mattel" and to "we," "us," or "our"
refer collectively to Mattel, Inc. and its subsidiaries.
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
ii

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
iii

INCORPORATION BY REFERENCE
iv

SUMMARY
S-1

THE OFFERING
S-6

SUMMARY CONSOLIDATED FINANCIAL DATA
S-9

RISK FACTORS
S-10
USE OF PROCEEDS
S-13
CAPITALIZATION
S-13
SUPPLEMENTAL DESCRIPTION OF THE NOTES
S-14
UNDERWRITING
S-23
VALIDITY OF NOTES
S-26
EXPERTS
S-26
Prospectus

WHERE YOU CAN FIND MORE INFORMATION
2

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
3

USE OF PROCEEDS
4

RATIOS OF EARNINGS TO FIXED CHARGES
5

DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
6

DESCRIPTION OF WARRANTS OR OTHER RIGHTS WE MAY OFFER
21

DESCRIPTION OF STOCK PURCHASE CONTRACTS WE MAY OFFER
26

DESCRIPTION OF UNITS WE MAY OFFER
27

DESCRIPTION OF COMMON STOCK WE MAY OFFER
31

DESCRIPTION OF PREFERRED STOCK WE MAY OFFER
34

DESCRIPTION OF DEPOSITARY SHARES WE MAY OFFER
35

LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE
38

SECURITIES ISSUED IN BEARER FORM
43

CONSIDERATIONS RELATING TO INDEXED SECURITIES
47

UNITED STATES TAXATION
50

PLAN OF DISTRIBUTION
67

VALIDITY OF THE SECURITIES
69

EXPERTS
69

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering. The
second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. This
prospectus supplement also adds to, updates, and changes information contained in the accompanying prospectus. If the description of
the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement. The accompanying prospectus is part of a registration statement that we filed with the Securities and
Exchange Commission (the "SEC") using a shelf registration statement. Under the shelf registration process, from time to time, we
may offer and sell debt securities, warrants or other rights, stock purchase contracts, units, common stock, preferred stock or
depositary shares, or any combination thereof, in one or more offerings.
It is important that you read and consider all of the information contained in this prospectus supplement, the accompanying
prospectus and any free writing prospectus we have authorized in making your investment decision. You should also read and
consider the information in the documents to which we have referred you in "Incorporation by Reference" on page iv of this
prospectus supplement and "Where You Can Find More Information" on page 2 of the accompanying prospectus.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and any free writing prospectus we have authorized, including
information incorporated by reference, contains "forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). We are including this Cautionary Statement to make applicable, and take advantage of, the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 for any such forward-looking statements. Forward-looking statements provide current
expectations or forecasts of future events and include, among others:

· statements with respect to our beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial

condition, results of operations and performance; and

· statements preceded by, followed by or that include the words "may," "will," "could," "should," "would," "believe,"

"anticipate," "estimate," "expect," "intend," "plan," "aims," "projects," "continue," "likely" or similar expressions.
Except for historical matters, the matters discussed, or incorporated by reference, in this prospectus supplement, the
accompanying prospectus and any free writing prospectus we have authorized, may be forward-looking statements. These forward-
looking statements are not guarantees of future performance, nor should they be relied upon as representing management's views as of
any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially
from those presented, either expressed or implied, in this prospectus supplement, the accompanying prospectus and any free writing
prospectus we have authorized, including the information incorporated by reference. You should carefully consider those risks and
uncertainties in reading this prospectus supplement, the accompanying prospectus and any free writing prospectus we have
authorized. Factors that might cause such differences include, but are not limited to, statements about:

· sales and inventory levels;

· brand and customer management programs;

· increased competition;

· initiatives to promote revenue growth;

· globalization initiatives;

· restructuring and financial realignment plans;

· special charges and other non-recurring charges;

· initiatives aimed at anticipated cost savings;

· initiatives to invigorate the Barbie® brand, enhance innovation, improve the execution of the core business, leverage scale,

extend brands, catch new trends, create new brands and enter new categories, develop people, improve productivity,
simplify processes, maintain customer service levels and improve the supply chain;

· operating efficiencies;

· capital and investment framework (including statements about free cash flow, seasonal working capital, debt-to-total capital

ratios, capital expenditures, strategic acquisitions, dividends and share repurchases);

· cost pressures and increases;

· advertising and promotion spending;

· profitability;

· price increases, retail store openings and the impact of recent organizational changes; and

· our ability to complete planned acquisitions and integrate businesses that we acquire, including the proposed acquisition of

HiT Entertainment.
We specifically disclaim any obligation to update any factors or to publicly announce the result of revisions to any of the
forward-looking statements included in this prospectus supplement, the accompanying prospectus and any free writing prospectus we
have authorized, including the information incorporated by reference, to reflect future events or developments.

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INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus supplement and the accompanying prospectus.
This means that we can disclose important information to you by referring you to another document that Mattel has filed separately
with the SEC that contains such information. The information incorporated by reference is considered to be an important part of this
prospectus supplement and the accompanying prospectus. Information that Mattel files with the SEC after the date of this prospectus
supplement will automatically modify and supersede the information included or incorporated by reference in this prospectus
supplement and the accompanying prospectus to the extent that the subsequently filed information modifies or supersedes the existing
information. We incorporate by reference:

· our Annual Report on Form 10-K for the fiscal year ended December 31, 2010;

· our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011;

· Current Reports on Form 8-K filed on January 6, 2011, February 3, 2011, March 4, 2011, March 11, 2011 (both Current
Reports), April 15, 2011, May 17, 2011, June 3, 2011, July 15, 2011, August 30, 2011, October 14, 2011 and October 24,

2011 (except in each case, any information that has been deemed to be "furnished" and not filed, and any exhibits related
thereto); and

· any future filings we make with the SEC under Sections 13(a), l3(c), 14 or 15(d) of the Exchange Act until we sell all of the

securities offered by the prospectus supplement.
You may request a copy of any of these filings at no cost by writing to or telephoning us at the following address and telephone
number:
Mattel, Inc.
Attention: Secretary
333 Continental Boulevard
El Segundo, CA 90245-5012
(310) 252-2000
In addition, these filings are available on our website at http://www.mattel.com. Our website does not form a part of this
prospectus supplement or the accompanying prospectus.

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SUMMARY
The information below is a summary of the more detailed information included elsewhere in or incorporated by
reference in this prospectus supplement. You should read carefully the following summary in conjunction with the more
detailed information contained in this prospectus supplement, including the "Risk Factors" section beginning on page S-10,
the accompanying prospectus, any free writing prospectus we have authorized and the information incorporated by reference.
This summary is not complete and does not contain all of the information you should consider before purchasing the Notes.
You should carefully read the "Risk Factors" section beginning on page S-10 of this prospectus supplement to determine
whether an investment in the Notes is appropriate for you.
Mattel, Inc.
General
Mattel designs, manufactures, and markets a broad variety of toy products worldwide through sales to its customers and
directly to consumers. Mattel's vision is "creating the future of play." Management has set three key company strategies:
(i) deliver consistent growth by continuing the momentum in its core brands, optimizing entertainment partnerships, building new
franchises, and working to expand and leverage its international footprint; (ii) build on the progress it has made on improving
operating margins through at least sustaining the gross margins and delivering another round of cost savings; and (iii) generate
significant cash flow and continue its disciplined, opportunistic, and value-enhancing deployment.
Mattel believes its products are among the most widely recognized toy products in the world. Mattel's portfolio of
brands and products are grouped in the following categories:
Mattel Girls & Boys Brands--including Barbie® fashion dolls and accessories ("Barbie®"), Polly Pocket®,
Little Mommy®, Disney Classics®, and Monster High® (collectively "Other Girls Brands"), Hot Wheels®, Matchbox®,
Battle Force 5®, and Tyco R/C® vehicles and play sets (collectively "Wheels"), and CARS®, Radica®, Toy Story®, Max
Steel®, WWE® Wrestling, and Batman® products, and games and puzzles (collectively "Entertainment").
Fisher-Price Brands--including Fisher-Price®, Little People®, baby gear, and View-Master® (collectively
"Core Fisher-Price®"), Dora the Explorer ,
TM Go Diego Go! ,
TM Thomas & Friends®, The Sing-a-ma-jigsTM, Mickey
Mouse Clubhouse and See `N Say® (collectively "Fisher-Price® Friends"), and Power Wheels®.
American Girl Brands--including My American Girl®, the historical collection, and Bitty Baby®. American
Girl Brands products are sold directly to consumers via its catalogue, website, and proprietary retail stores. Its
children's publications are also sold to certain retailers.
Mattel's reportable segments are separately managed business units and are divided on a geographic basis between
domestic and international.
Domestic Segment
The Domestic segment develops toys that it markets and sells through the Mattel Girls & Boys Brands US, Fisher-Price
Brands US, and American Girl Brands segments.

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In the Mattel Girls & Boys Brands US segment, Barbie® includes brands such as Barbie® fashion dolls and accessories,
and Polly Pocket®, Little Mommy®, Disney Classics®, and Monster High® are included within Other Girls Brands. Wheels
includes Hot Wheels®, Matchbox®, Battle Force 5®, and Tyco R/C® vehicles and play sets. Entertainment includes CARS®,
Radica®, Toy Story®, WWE® Wrestling, and Batman® products, as well as games and puzzles.
Throughout 2011, Mattel has introduced and expects to introduce new products, as well as continue to leverage content
within its core brands. For Mattel Girls Brands, Barbie® is promoting Ken®'s 50th anniversary with the "Ken Campaign--Will
Barbie Take Him Back?" The campaign is supported by new product introductions as well as a live-action digital reality
competition. Barbie® is continuing to celebrate her aspirational career heritage with the I Can Be line and has introduced a new
career this year, including a partnership with The White House. Barbie® is continuing to support the Fashionistas® line and is
building the collector business with new introductions. New Barbie® product introductions supported the full-length animated
launches of Barbie: A Fairy SecretTM in spring 2011 and Barbie® Princess Charm SchoolTM in fall 2011. A new holiday title,
Barbie: A Perfect ChristmasTM, will be released during the 2011 holiday season. Monster High® is continuing to expand in 2011,
with the introduction of new characters, books, online content, and retail programs. Additionally, Disney PrincessTM is featuring
new products to support the DVD release of the feature film, TangledTM.
Also in 2011, Hot Wheels® has launched its first overarching brand campaign with Team Hot Wheels, which has been
showcased through viral content, video, and web based communication. Hot Wheels® has introduced new product lines such as
Rev-UpsTM, Wall TracksTM, and Video RacerTM. Matchbox® is continuing to develop its Big Rig BuddiesTM product line and is
focusing more on adventure. Tyco R/C® has introduced new product lines such as Stealth RidesTM and Nitro RacersTM mini Hot
Wheels R/C, as well as a full range of products supporting Disney/Pixar's CARS 2® movie. The Entertainment business
expanded in 2011 to include new products based on CARS 2® and Warner Bros./DC Comics' feature film, Green Lantern®.
Mattel is continuing to market new product extensions of Disney/Pixar's Toy Story® franchise as well as the DC Comics'
Batman® brand. Also, WWE® Wrestling has extended into mini-scale with the introduction of the new Rumblers® product line.
For games and puzzles, Mattel is celebrating UNO®'s 40th anniversary with new product extensions, activity across social media,
retail promotions, and unique product offerings. Mattel is continuing to support extensions of its popular Apples to Apples®,
Whac-a-Mole®, and Blokus® product lines. Radica® has expanded the Mindflex® and Loopz® product lines and introduced a new
Girl Tech® toy, Fijit FriendsTM.
The Fisher-Price Brands US segment includes Fisher-Price®, Little People®, baby gear, View-Master®, Dora the
Explorer ,
TM Go Diego Go! ,
TM Thomas & Friends®, Mickey Mouse Clubhouse, Handy Manny, See `N Say®, The Sing-a-ma-jigsTM,
The Penguins of MadagascarTM, Jungle Junction, and Power Wheels®. New product introductions for 2011 have included the
Dance & Play Puppy, Twirlin' Whirlin Fun ParkTM, Little People® Animal Sounds Zoo, Kid Tough®, See YourselfTM Camera,
Imaginext® Mega T-Rex, Rescue Heroes®, Hero WorldTM, Big ActionTM Construction, TrioTM Hot Wheels® Stunt Ramp Builder,
My Little SnugabunnyTM Cradle'n Swing, Power Wheels® Dune Racer, Rock Star Mickey, Learn through Music TouchPad, Dora
Fiesta Favorites Kitchen, and the Thomas & Friends® Cranky & Flynn Save the Day!.
The American Girl Brands segment is a direct marketer, children's publisher, and retailer best known for its flagship
line of historical dolls, books, and accessories, as well as the My American Girl® and Bitty Baby® brands. American Girl
Brands also publishes best-selling Advice & Activity books and the award-winning American Girl® magazine. In January 2011,
American Girl® introduced KananiTM, the newest Girl of the Year® doll. American Girl Brands products are sold only in the U.S.
and Canada.

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International Segment
Products marketed by the International segment are generally the same as those developed and marketed by the Domestic
segment, with the exception of American Girl Brands, although some are developed or adapted for particular international
markets. Mattel's products are sold directly to retailers and wholesalers in most European, Latin American, and Asian countries,
and in Australia, Canada, and New Zealand, and through agents and distributors in those countries where Mattel has no direct
presence.
Mattel's International segment revenue represented 46% of worldwide consolidated gross sales in 2010.
Manufacturing and Materials
Mattel manufactures toy products for all segments in both company-owned facilities and through third-party
manufacturers. Products are also purchased from unrelated entities that design, develop, and manufacture those products. To
provide greater flexibility in the manufacture and delivery of its products, and as part of a continuing effort to reduce
manufacturing costs, Mattel has concentrated production of most of its core products in company-owned facilities and generally
uses third-party manufacturers for the production of non-core products.
Product Design and Development
Through its product design and development group, Mattel regularly refreshes, redesigns, and extends existing toy
product lines and develops innovative new toy product lines for all segments. Mattel believes its success is dependent on its
ability to continue this activity effectively. Product design and development activities are principally conducted by a group of
professional designers and engineers employed by Mattel. During 2010, 2009, and 2008, Mattel incurred expenses of $173.9
million, $171.3 million, and $190.2 million, respectively, in connection with the design and development of products, exclusive
of royalty payments.
Additionally, independent toy designers and developers bring concepts and products to Mattel and are generally paid a
royalty on the net selling price of products licensed to Mattel. These independent toy designers may also create different products
for other toy companies.
Advertising and Marketing
Mattel supports its product lines with extensive advertising and consumer promotions. Advertising takes place at
varying levels throughout the year and peaks during the traditional holiday season. Advertising includes television and radio
commercials, magazine, newspaper, and internet advertisements, and social media. Promotions include in-store displays,
sweepstakes, merchandising materials, and major events focusing on products and tie-ins with various consumer products
companies.
Sales
Mattel's products are sold throughout the world. Products within the Domestic segment are sold directly to retailers,
including discount and free-standing toy stores, chain stores, department stores, other retail outlets, and, to a limited extent,
wholesalers by Mattel Girls & Boys Brands US and Fisher-Price Brands US. Mattel also operates several small retail outlets,
generally near or at its corporate headquarters and distribution centers as a service to its employees and as an outlet for its
products. American Girl Brands products are sold directly to consumers and its children's publications are also sold to certain
retailers. Mattel has eleven retail stores, American Girl Place® in Chicago, Illinois, New York, New York, and Los Angeles,
California, and American Girl® stores in Alpharetta, Georgia, Dallas, Texas, Natick, Massachusetts, Bloomington, Minnesota,
Lone Tree, Colorado, Overland Park, Kansas, McLean, Virginia and Lynwood, Washington, each of which features

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