Obligation Mattel 2.35% ( US577081AZ57 ) en USD

Mattel

100 % ▲

Etas-Unis

US577081AZ57 ( en USD )

2.35% par an ( paiement semestriel )

06/05/2019 - Obligation échue

Prospectus brochure de l'obligation Mattel US577081AZ57 en USD 2.35%, échue

2 000 USD

500 000 000 USD

577081AZ5

BB- ( Spéculatif )

L'Obligation émise par Mattel ( Etas-Unis ) , en USD, avec le code ISIN US577081AZ57, paye un coupon de 2.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/05/2019

L'Obligation émise par Mattel ( Etas-Unis ) , en USD, avec le code ISIN US577081AZ57, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Mattel ( Etas-Unis ) , en USD, avec le code ISIN US577081AZ57, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B2 1 d720116d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-194430
CALCULATION OF FEE TABLE

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

registered

price per unit

offering price
registration fee(1)
2.350% Notes due 2019
$500,000,000 99.925%

$499,625,000 $64,351.70

(1) Calculated pursuant to Rule 457(o) and (r) under the Securities Act of 1933.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated March 7, 2014)
$500,000,000

2.350% Notes due 2019

We are offering $500,000,000 of our 2.350% Notes due 2019 (the "Notes"). We will pay interest on the Notes on May 6 and
November 6 of each year, beginning November 6, 2014. The Notes will mature on May 6, 2019. The Notes are redeemable, in whole
or in part, at the redemption price 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 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 a new issue of securities with no established trading market. 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.

Per Note
Total

Public offering price(1)

99.925%
$499,625,000
Underwriting discount

0.600%
$ 3,000,000
Proceeds (before expenses) to us(1)

99.325%
$496,625,000
(1) Plus accrued interest, if any, from May 6, 2014, 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 May 6, 2014, against payment in immediately available funds.

Joint Book-Running Managers

BofA Merrill Lynch
Citigroup
Morgan Stanley
Wells Fargo Securities
Joint Lead Managers

Mitsubishi UFJ Securities

Mizuho Securities
RBC Capital Markets

SOCIETE GENERALE
Co-Managers

HSBC

KeyBanc Capital Markets
RBS
US Bancorp

Scotiabank

The date of this prospectus supplement is May 1, 2014.
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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 prospectus
supplement and the accompanying prospectus may only be used where it is legal to sell these securities. You should assume
that the information in this prospectus supplement, the accompanying prospectus and any information we have incorporated
herein and therein by reference is accurate only as of their respective dates. 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/or one or more of its family of companies.
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-6

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

ABOUT THIS PROSPECTUS
1

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 AND PREFERENCE STOCK WE MAY OFFER
34

DESCRIPTION OF DEPOSITARY SHARES WE MAY OFFER
35

LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE
38

CONSIDERATIONS RELATING TO INDEXED SECURITIES
43

UNITED STATES TAXATION
46

PLAN OF DISTRIBUTION
64

VALIDITY OF THE SECURITIES
66

EXPERTS
66

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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, preference
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:

· sales and inventory levels;

· brand and customer management programs;

· increased competition;

· initiatives to promote revenue growth;

· globalization initiatives;

· special charges and other non-recurring charges;

· initiatives aimed at anticipated cost savings;

· initiatives to invigorate the Mattel brands, 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 and retail store openings; 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, 2013;

· our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014;

· Current Reports on Form 8-K filed on January 31, 2014, February 28, 2014, April 17, 2014 and April 30, 2014 (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
into this prospectus supplement. 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 investing 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, Monster High®, Disney Classics®,
Ever After High®, Little Mommy®, and Polly Pocket®; Hot Wheels® and Matchbox® vehicles and play sets, CARS®, Disney
PlanesTM, Radica®, Toy Story®, Max Steel®, WWE® Wrestling, Batman®, and games and puzzles.
Fisher-Price Brands--including Fisher-Price®, Little People®, BabyGearTM, Laugh & Learn®, Imaginext®, Thomas &
Friends®, Dora the Explorer®, Mickey Mouse® Clubhouse, Disney Jake and the Never Land Pirates®, 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 operating segments are separately managed business units, consisting of: (i) North America, which consists of the
U.S. and Canada, (ii) International, and (iii) American Girl.
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 2013, 2012, and 2011, Mattel incurred expenses of $201.9
million, $195.1 million, and $179.0 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 sixteen American Girl retail stores: American Girl Place in
Chicago, Illinois; Los Angeles, California; and New York, New York; and American Girl stores in Alpharetta, Georgia;
Bloomington, Minnesota; Chesterfield, Missouri; Columbus, Ohio; Dallas, Texas; Houston, Texas; Lone Tree, Colorado;
Lynnwood, Washington; McLean, Virginia; Miami, Florida; Natick, Massachusetts; Overland Park, Kansas; and Palo Alto,
California, each of which features 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. Mattel also plans to open retail stores in Orlando, Florida and
Charlotte, North Carolina in 2014 and Nashville, Tennessee in 2015. Additionally, Mattel sells certain of its products online
through its website.
During 2013, 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 36% 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, Planes, 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 Bubble Guppies®), Warner Bros. Consumer Products (including
Batman, Superman®, Justice League®, and Green Lantern®), 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, 2013, Mattel's total number of employees was approximately 29,000.

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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