| Free Writing Prospectus | Filed Pursuant to Rule 433 | |
| (To Prospectus dated September 23, 2010) | Registration Statement No. 333-169539 | |
| March 4, 2013 |
Mattel, Inc.
$250,000,000 1.700% Notes due 2018
$250,000,000 3.150% Notes due 2023
Final Pricing Term Sheet
| Issuer: | Mattel, Inc. | |||
| Ratings (Moody’s/S&P):* | Baa1 (Stable)/BBB+ (Stable) | |||
| Trade Date: | March 4, 2013 | |||
| Settlement Date: | March 7, 2013 (T+3) | |||
| Bookrunners: | Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC | |||
| Joint Lead Managers: | Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. SG Americas Securities, LLC | |||
| Co-managers: | HSBC Securities (USA) Inc. KeyBanc Capital Markets Inc. RBS Securities Inc. US Bancorp Investments, Inc. Scotia Capital (USA) Inc. | |||
| Title: | 2018 Notes |
2023 Notes | ||
| Principal Amount: | $250,000,000 | $250,000,000 | ||
| Maturity Date: | March 15, 2018 | March 15, 2023 | ||
| Coupon (Interest Rate): | 1.700% | 3.150% | ||
| Interest Payment Dates: | Semi-annually on March 15 and September 15, beginning on September 15, 2013 |
Semi-annually on March 15 and September 15, beginning on September 15, 2013 | ||
| Yield to Maturity: | 1.705% | 3.172% | ||
| Spread to Benchmark Treasury: | + 95 basis points | + 130 basis points | ||
| Benchmark Treasury: | UST 0.750% due February 28, 2018 | UST 2.000% due February 15, 2023 | ||
| Benchmark Treasury Price/Yield: | 99-31 1/4 / 0.755% | 101-05 / 1.872% | ||
| Optional Redemption: | Callable at the greater of par or the make whole (T + 15 basis points) | Prior to December 15, 2022, callable at the greater of par or the make whole (T + 20 basis points) | ||
| Par Call: | – | December 15, 2022 | ||
| Price to Public: | 99.976% | 99.812% | ||
| CUSIP: | 577081 AX 0 | 577081 AY 8 | ||
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC can arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc., toll-free at (800) 831-9146; calling or e-mailing Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800) 294-1322 or dg.prospectus_distribution@baml.com; or calling or emailing Wells Fargo Securities, LLC toll-free at (800) 326-5897 or cmclientsupport@wellsfargo.com.