Obligation Mattel 1.7% ( US577081AX00 ) en USD

Mattel

100 % ▲

Etas-Unis

US577081AX00 ( en USD )

1.7% par an ( paiement semestriel )

15/03/2018 - Obligation échue

Prospectus brochure de l'obligation Mattel US577081AX00 en USD 1.7%, échue

2 000 USD

250 000 000 USD

577081AX0

L'Obligation émise par Mattel ( Etas-Unis ) , en USD, avec le code ISIN US577081AX00, paye un coupon de 1.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2018

L'Obligation émise par Mattel ( Etas-Unis ) , en USD, avec le code ISIN US577081AX00, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Mattel ( Etas-Unis ) , en USD, avec le code ISIN US577081AX00, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B2 1 d487655d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-169539
CALCULATION OF FEE TABLE

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

registered

price per unit

offering price

registration fee(1)
1.700% Notes due 2018

$250,000,000

99.976%

$249,940,000

$34,091.82
3.150% Notes due 2023

$250,000,000

99.812%

$249,530,000

$34,035.89
Total

$500,000,000

$499,470,000

$68,127.71

(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)
$500,000,000

$250,000,000 1.700% Notes due 2018
$250,000,000 3.150% Notes due 2023

We are offering $250,000,000 of our 1.700% Notes due 2018 (the "2018 Notes") and $250,000,000 of our 3.150% Notes due 2023 (the "2023 Notes" and,
together with the 2018 Notes, the "Notes"). We will pay interest on the Notes on March 15 and September 15 of each year, beginning September 15, 2013. The 2018
Notes will mature on March 15, 2018, and the 2023 Notes will mature on March 15, 2023. The Notes are redeemable, in whole or in part, at the applicable redemption
prices specified under "Supplemental Description of the Notes--Optional Redemption." If a Change of 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 under "Supplemental Description of the
Notes--Offer to Repurchase." The Notes of each series will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The Notes will be our senior unsecured obligations and will rank equally in the right of payment with our existing and future senior unsecured indebtedness.
The Notes are new issues of securities with no established trading markets. The Notes will not be listed on any securities exchange or on any automated dealer
quotation system.

Investing in the Notes involves risk. See "Risk Factors" beginning on page S-8 of this prospectus supplement.

2018 Notes

Total

2023 Notes

Total

Public offering price(1)

99.976%

$249,940,000
99.812%

$249,530,000
Underwriting discount

0.600%

$ 1,500,000
0.650%

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

99.376%

$248,440,000
99.162%

$247,905,000
(1) Plus accrued interest, if any, from March 7, 2013, 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 March 7, 2013, against
payment in immediately available funds.

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup
Wells Fargo Securities
Morgan Stanley

RBC Capital Markets
Joint Lead Managers

Mitsubishi UFJ Securities

Mizuho Securities

SOCIETE GENERALE
Co-Managers

HSBC

KeyBanc Capital Markets

RBS
US Bancorp

Scotiabank

The date of this prospectus supplement is March 4, 2013.
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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. Our business, financial condition, results of operations and prospects may
have changed since those respective dates.
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

Page
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

S-iii
INCORPORATION BY REFERENCE

S-v
SUMMARY

S-1
THE OFFERING

S-4
SUMMARY CONSOLIDATED FINANCIAL DATA

S-7
RISK FACTORS

S-8
USE OF PROCEEDS

S-10
CAPITALIZATION

S-10
SUPPLEMENTAL DESCRIPTION OF THE NOTES

S-11
UNDERWRITING

S-19
VALIDITY OF NOTES

S-22
EXPERTS

S-22
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 S-v 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 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;

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· 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.
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, 2012;

· Current Reports on Form 8-K filed on January 25, 2013, February 1, 2013 and March 1, 2013 (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), 13(c), 14 or 15(d) of the Exchange Act until we sell all of the securities offered by this

prospectus supplement (other than any information furnished and not filed by us under any item of any Current Report on Form 8-K, including the related
exhibits, unless we incorporate it by reference into a filing under the Securities Act).
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. The information on 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-8, 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-8 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 which are sold to its customers and directly to consumers. Mattel's
vision is "creating the future of play." Mattel's objectives are to grow its share in the marketplace, continue to improve its operating margins, and create long-term
stockholder value. To achieve these objectives, management has established the following strategies:
The first strategy is to 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.
The second strategy is to optimize operating margins through sustaining gross margins within the low-to-mid 50% range in the near-term and above
50% in the long-term, and delivering on cost savings initiatives.
The third strategy is to 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, Polly Pocket®, Little Mommy®, Disney Classics®, and Monster
High®, Hot Wheels®, Matchbox®, and Tyco R/C® vehicles and play sets, and CARS®, Radica®, Toy Story®, Max Steel®, WWE® Wrestling, and Batman®,
and games and puzzles.
Fisher-Price Brands--including Fisher-Price®, Little People®, BabyGearTM, and Imaginext®, Dora the Explorer®, Go Diego Go!®, Thomas &
Friends®, Mickey Mouse® Clubhouse, Disney's Jake and the Never Land Pirates®, and See `N Say®, 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 catalog, 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 North America, International, and
American Girl divisions.
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

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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 these activities effectively. Product design and
development activities are principally conducted by a group of professional designers and engineers employed by Mattel. During 2012, 2011, and 2010, Mattel
incurred expenses of $195.1 million, $179.0 million, and $173.9 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 North America 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. 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. Products within the
International segment are sold directly to retailers and wholesalers in most European, Latin American, and Asian countries, and in Australia and New Zealand, and
through agents and distributors in those countries where Mattel has no direct presence. Mattel also has retail outlets in Latin America and Europe that serve as
outlets for its products. American Girl products are sold directly to consumers, and its children's publications are also sold to certain retailers. Mattel has fourteen
American Girl retail stores, including American Girl Place in Chicago, Illinois, Los Angeles, California, and New York, New York, which feature children's
products from the American Girl segment. American Girl also has a retail outlet in Oshkosh, Wisconsin that serves as an outlet for its products. Additionally,
Mattel sells certain of its products online through its website.
During 2012, Mattel's three largest customers (Wal-Mart at $1.2 billion, Toys "R" Us at $0.7 billion, and Target at $0.5 billion) accounted for
approximately 37% of worldwide consolidated net sales.
Licenses and Distribution Agreements
Mattel has license agreements with third parties that permit Mattel to utilize the trademark, characters, or inventions of the licensor in products that Mattel
sells. A number of these licenses relate to product lines that are significant to Mattel's business and operations.

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Mattel has entered into agreements to license entertainment properties from, among others, Disney Enterprises, Inc. (including ©Disney characters such as
Mickey Mouse, Disney Princess, Jake and the Never Land Pirates, CARS and Toy Story from Pixar, Winnie the Pooh®, and certain Disney films and television
properties), Viacom International, Inc. relating to its Nickelodeon® properties (including Dora the Explorer and Go Diego Go!), Warner Bros. Consumer Products
(including Batman, Superman, Justice League®, and Green Lantern®), Sesame Workshop® through December 31, 2010 (relating to its Sesame Street® properties
including Elmo), and WWE Wrestling.
Mattel also licenses a number of its trademarks and other property rights to others for use in connection with the sale of their products. Mattel distributes
some third-party finished products that are independently designed and manufactured.
Trademarks, Copyrights and Patents
Most of Mattel's products are sold under trademarks, trade names, and copyrights and a number of these products incorporate patented devices or designs.
Trademarks, copyrights, and patents are significant assets of Mattel in that they provide product recognition and acceptance worldwide.
Mattel customarily seeks trademark, copyright, and patent protection covering its products, and it owns or has applications pending for U.S. and foreign
trademarks, copyrights, and patents covering many of its products. A number of these trademarks, copyrights, and patents relate to product lines that are significant
to Mattel's business and operations. Mattel believes its rights to these properties are adequately protected, but there can be no assurance that its rights can be
successfully asserted in the future or will not be invalidated, circumvented, or challenged.
Employees
The total number of persons employed by Mattel and its subsidiaries at any one time varies because of the seasonal nature of its manufacturing operations.
At December 31, 2012, Mattel's total number of employees was approximately 28,000.

Mattel was incorporated in California in 1948 and reincorporated in Delaware in 1968. Our executive offices are located at 333 Continental Boulevard, El
Segundo, CA 90245-5012. Our telephone number at those offices is (310) 252-2000.

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