Bond Mattel Creations 6.2% ( US577081AU60 ) in USD

Mattel Creations

101.305 % ▼

United States

US577081AU60 ( in USD )

6.2% per year ( payment 2 times a year)

30/09/2040

Prospectus brochure of the bond Mattel US577081AU60 en USD 6.2%, maturity 30/09/2040

/

/

577081AU6

BBB ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

01/04/2026 ( In 156 days )

Mattel, Inc. is a leading global toy company known for iconic brands such as Barbie, Hot Wheels, Fisher-Price, and American Girl.

The Bond issued by Mattel Creations ( United States ) , in USD, with the ISIN code US577081AU60, pays a coupon of 6.2% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/09/2040

The Bond issued by Mattel Creations ( United States ) , in USD, with the ISIN code US577081AU60, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Mattel Creations ( United States ) , in USD, with the ISIN code US577081AU60, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
Page 1 of 101
424B2 1 d424b2.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)
4.350% Notes due 2020
$250,000,000
99.775%
$249,437,500
$17,785
6.200% Notes due 2040
$250,000,000
99.419%
$248,547,500
$17,722
Total
$500,000,000
$497,985,000
$35,507

(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)

$250,000,000 4.350% Notes due 2020
$250,000,000 6.200% Notes due 2040

We are offering $250,000,000 of our 4.350% Notes due 2020, or the 2020 Notes, and $250,000,000 of our 6.200%
Notes due 2040, or the 2040 Notes. We refer to the 2020 Notes and 2040 Notes, together, as the Notes. Mattel will pay
interest on the Notes on and of each year, beginning April 1, 2011. The 2020 Notes will mature on October 1, 2020, and the
2040 Notes will mature on October 1, 2040. The Notes are redeemable, in whole or in part, at any time or from time to time
under a make-whole redemption provision described in this prospectus supplement. 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 Mattel's senior unsecured obligations and will rank equally with Mattel's existing and future
senior unsecured indebtedness.
The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.
Investing in the Notes involves risk. See "Risk Factors" beginning on page S-8 of this
prospectus supplement.

2020 Notes
Total

2040 Notes

Total
Public offering price(1)

99.775%
$249,437,500
99.419%
$248,547,500
Underwriting discount

0.650%
$ 1,625,000
0.875%
$ 2,187,500
Proceeds (before expenses) to Mattel
(1)

99.125%
$247,812,500
98.544%
$246,360,000

(1)
Plus accrued interest, if any, from September 28, 2010, 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 and the Euroclear System, on or about
September 28, 2010, against payment in immediately available funds.

Joint Book-Running Managers

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BofA Merrill Lynch
RBS

Co-Managers
SOCIETE GENERALE
Citi
KeyBanc Capital Markets
Mitsubishi UFJ Securities
Mizuho Securities USA Inc.
RBC Capital Markets
The date of this prospectus is September 23, 2010.
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You should rely only on the information contained or incorporated by reference in this prospectus supplement or
the accompanying prospectus. 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
INCORPORATION BY REFERENCE

iii
SUMMARY

S-1
THE OFFERING

S-5
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-20
VALIDITY OF NOTES
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, or 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 and the
accompanying prospectus 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 iii of this prospectus supplement and
"Where You Can Find More Information" on page 2 of the accompanying prospectus.

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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, 2009;

· our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010;

· Current Reports on Form 8-K filed on March 1, 2010, March 26, 2010 and May 14, 2010; and

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

1934 (as amended, 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-
8, the accompanying prospectus 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, Inc. ("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 to provide "Creating the Future of Play." Management
has set six key company strategies: (i) improve execution of the existing toy business; (ii) globalize the brands;
(iii) extend the brands into new areas; (iv) catch new trends, create new brands, and enter new categories; (v) develop
people; and (vi) improve productivity, simplify processes, and maintain customer service levels.
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®, and Disney Classics® (collectively "Other Girls Brands"), Hot Wheels®, Matchbox® ,
Battle Force 5TM, and Tyco R/C vehicl
®
es and play sets (collectively "Wheels"), and CARSTM, Radica®, Toy
Story ,
® Max Steel®, WWE® Wrestling, and Batman
® products, and games and puzzles (collectively
"Entertainment").
Fisher-Price Brands--including Fisher-Price , Li
®
ttle People®, BabyGearTM, and View-Master
®
(collectively "Core Fisher-Price "), Se
®
same Street , Dora
®
the Explorer , Go Di
®
ego Go! ,
® Thomas and Friends ,
®
and See `N Say® (collectively "Fisher-Price Friends"), a
®
nd Power Wheels®.
American Girl Brands--including Just Like You®, 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.
In the Mattel Girls & Boys Brands US segment, Barbie inclu
®
des brands such as Barbie® fashion dolls and
accessories, and Polly Pocket , Li
®
ttle Mommy®, and Disney Classics® are included within Other Girls Brands. Wheels
includes Hot Wheels®, Matchbox®, Battle Force 5TM, and Tyco R/C® vehicles and play sets. Entertainment includes
CARSTM, Radica®, Toy Story®, WWE® Wrestling, and Batman® products, as well as games and puzzles.

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Throughout 2010, 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 celebrating her aspirational career heritage with the
introduction of twenty new careers, including Barbie 's 12
®
5th career. Barbie® is expanding the Fashionistas line and
continues to build the collector business with new introductions to the tween market. New Barbie pro
®
duct introductions
supported the full-length animated launch of Barbie in a Mermaid TaleTM in spring 2010 and will support Barbie A
®
Fashion Fairytale in fall 2010. Polly Pocket
® has expanded in 2010 with new styles, new characters, and new ways to
play. Additionally, Disney PrincessTM is featuring new products based on the Fall 2010 computer-animated feature film
"Tangled" featuring Rapunzel. Monster High, the newest global, cross category, Mattel girl franchise was successfully
launched in 2010 as well.
Also in 2010, Hot Wheels co
®
ntinues to introduce extensions to its TrickTracks an
®
d Color ShiftersTM product
lines, as well as new product lines such as Custom Motors. Hot Wheels Battle
®
Force 5TM continues as an animated TV
series on the Cartoon Network an
®
d is being supported by a new product line. Matchbox® has followed up on its
successful 2009 introduction of Rocky The Robot TruckTM with a new range of Big Rig BuddiesTM products. The
Entertainment business expanded in 2010 to include new products based on WWE® Wrestling, and Mattel has released
new products based on Disney/Pixar's Toy Story
® 3 movie and is continuing to market new product extensions of
Disney/Pixar's successful CARSTM franchise. Mattel continues to release products based on the popular DC Comics line,
including the Batman®: The Brave and the Bold® animated TV series. For games and puzzles, Mattel continues to
support extensions of its popular UNO ,
® Apples to Apples®, and Blokus® brands. Mattel will also continue to offer
innovative ways to play, including the MindflexTM game and the new introduction of Loopz.
The Fisher-Price Brands US segment includes Fisher-Price ,
® Little People®, BabyGearTM, View-Master®, Dora
the Explorer ,
® Go Diego Go!®, Mickey Mouse® Clubhouse, Handy Manny®, See `N Say®, Ni Hao, Kai-lan®, and Power
Wheels®. New product introductions for 2010 are expected to include the Laugh & LearnTM Learn & Move Music
Station, IXL L
®
earning System, Lil' ZoomersTM Spinnin' Sounds Speedway, Little People Wheel
®
ies Stand `n Play
Rampway, ImaginextTM Bigfoot the Monster, Trio® BatcaveTM, Newborn Rock `n Play Sleeper, iGlideTM, Dance Star
Mickey®, We Did It Dora, Dora All-Seasons Dollhouse, Thomas the Tank Engine and FriendsTM, and the Thomas and
Friends® Zip, Zoom & Logging AdventureTM.
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 Just Like You
® and Bitty Baby brands.
®
American
Girl Brands also publishes best-selling Advice & Activity books and the award-winning American Girl magazine. In
®
January 2010, American Girl introd
®
uced LanieTM, the newest Girl of the Year® doll. American Girl Brands products are
sold only in the U.S. and Canada.
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 2009.
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

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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 2009, 2008, and 2007, Mattel incurred
expenses of $171.3 million, $190.2 million, and $189.4 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, and magazine, newspaper, and internet advertisements. 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 seven retail stores, American Girl Place® in Chicago, Illinois,
New York, New York, and Los Angeles, California, and American Girl Boutique and Bistro® in Atlanta, Georgia,
Dallas, Texas, Natick, Massachusetts, and Bloomington, Minnesota, each of which features children's products from the
American Girl Brands segment. American Girl Brands also has a retail outlet in Oshkosh, Wisconsin that serves 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, Canada, 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 for its products. Additionally, Mattel sells certain of its products online through its website.
During 2009, Mattel's three largest customers (Wal-Mart at $1.0 billion, Toys "R" Us at $0.7 billion, and Target
at $0.5 billion) accounted for approximately 40% of worldwide consolidated net sales in the aggregate.
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 Disney PrincessTM, CARSTM, CARS 2TM and Toy Story from
®
Pixar, Winnie
the Pooh , an
®
d all Disney® films and television properties for use in Mattel's games), Viacom International, Inc. relating
to its Nickelodeon® properties (including Dora the Explorer , Go Di
®
ego Go!®, and SpongeBob SquarePants )
® , Warner
Bros. Consumer Products (including Batman , Su
®
perman®, Justice League®, and Green LanternTM), Sesame Workshop
®
(relating to its Sesame Street® properties including ElmoTM), WWE Wrestl
®
ing, and HIT EntertainmentTM relating to its
Thomas and Friends® properties.
Mattel also licenses a number of its trademarks, characters, and other property rights to others for use in
connection with the sale of non-toy products that do not compete with Mattel's 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 those
products incorporate patented devices or designs. Trade names and trademarks are significant assets of Mattel in that
they provide product recognition and acceptance worldwide.
Mattel customarily seeks patent, trademark, or copyright protection covering its products, and it owns or has
applications pending for U.S. and foreign patents covering many of its products. A number of these trademarks and
copyrights 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 due to the seasonal
nature of its manufacturing operations. At December 31, 2009, Mattel's total number of employees was approximately
27,000.

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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