8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report:

July 16, 2007

MATTEL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05647	95-1567322
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

333 Continental Boulevard, El Segundo, California	90245-5012
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(310) 252-2000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On July 16, 2007, Mattel issued a press release regarding its second quarter 2007 financial results, a copy of which is furnished at Exhibit 99.1 hereto. This exhibit is incorporated herein by reference.

In its second quarter 2007 press release, Mattel includes a non-GAAP financial measure, gross sales, which it uses to analyze its operations and to monitor, assess and identify meaningful trends in its operating and financial performance. Net sales, as reported in the consolidated statements of operations, include the impact of sales adjustments, such as trade discounts and other allowances. Gross sales represent sales to customers, excluding the impact of sales adjustments. Consistent with its segment reporting, Mattel presents changes in gross sales as a metric for comparing its aggregate, business unit, brand and geographic results to highlight significant trends in Mattel’s business. Changes in gross sales are discussed because, while Mattel records the detail of such sales adjustments in its financial accounting systems at the time of sale, such sales adjustments are generally not associated with individual products, making net sales less meaningful. A reconciliation of gross sales to the most directly comparable GAAP financial measure, net sales, is provided in Exhibit II to the press release furnished as Exhibit 99.1 in this Form 8-K.

In its second quarter 2007 press release, Mattel discloses the impact of certain items on reported earnings per share, which may be non-GAAP financial measures. These measures have been disclosed since they could be meaningful in evaluating Mattel’s operating results and financial condition for the quarter in light of the nature and magnitude of the amounts. These measures are used by management to analyze the profitability of Mattel’s business for the quarter.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired: None

(b) Pro forma financial information: None

(c) Shell company transactions: None

(d) Exhibits:

This exhibit is furnished pursuant to Items 2.02 and 7.01 hereof and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

Exhibit No.		Exhibit Description
99.1	**	Press release dated July 16, 2007.

** Furnished herewith.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATTEL, INC. Registrant
By:	/s/ Robert Normile
	Robert Normile
	Senior Vice President, General Counsel and Secretary

Dated: July 16, 2007

3

EX-99.1

Exhibit 99.1

For Immediate Release	Contacts:	News Media	Securities Analysts
		Jules Andres	Joleen Jackson
		310-252-3529	310-252-2702
		Jules.Andres@mattel.com	Joleen.Jackson@mattel.com

MATTEL REPORTS SECOND QUARTER 2007 FINANCIAL RESULTS

Second Quarter Highlights

• Worldwide net sales up 7 percent;

• Domestic gross sales down 3 percent and international gross sales up 18 percent;

• Worldwide gross sales for core brands: Barbie^® up 6 percent; Hot Wheels^® up 20 percent; Core Fisher-Price^® up 22 percent and American Girl^® brands down 10 percent;

• Gross margin increased 260 basis points of net sales; SG&A increased by 170 basis points of net sales;

• Operating income was $63.5 million compared to operating income of $49.9 million in the second quarter of 2006; and

• Earnings per share of $0.11 vs. prior year of $0.10, which included a tax benefit of $0.02.

EL SEGUNDO, Calif., July 16, 2007 – Mattel, Inc. (NYSE: MAT) today reported 2007 second quarter financial results. For the quarter, the company reported net income of $43.1 million, or $0.11 per share, compared to last year’s second quarter net income of $37.4 million, or $0.10 per share. Last year’s quarterly net income was positively impacted by tax benefits of approximately $6.2 million, or $0.02 per share, primarily relating to an audit settlement with a state tax authority.

“Overall we had a good quarter, especially given the comparisons with strong sales from movie-related toys in last year’s second quarter,” said Robert A. Eckert, chairman and chief executive officer of Mattel. “While the first half is not particularly significant to the highly seasonal toy industry, our positive results continue to reflect the benefits of our diversified portfolio of global brands.”

Financial Overview

For the quarter, net sales were $1.02 billion, up 7 percent compared to $957.7 million last year, including favorable changes in currency exchange rates of 3 percentage points. On a regional basis, second quarter gross sales decreased 3 percent in the U.S. and increased 18 percent in international markets, including favorable changes in currency exchange rates of 7 percentage points. Operating income for the quarter was $63.5 million, compared to prior year’s operating income for the quarter of $49.9 million.

(more)

The company’s debt-to-total-capital ratio of 18.8 percent is in line with the company’s capital and investment framework. Consistent with the seasonality of the business, during the first half the company’s cash and equivalents declined by approximately $463 million, compared with a decline of approximately $373 million in the first half of 2006.

Sales by Business Unit

Mattel Girls and Boys Brands

For the quarter, worldwide gross sales for the Mattel Girls & Boys Brands business unit were $638.4 million, up 5 percent versus a year ago. Worldwide gross sales for the Barbie^® brand were up 6 percent, with increases in international markets more than offsetting declines in the U.S. Worldwide gross sales for Other Girls Brands were down 1 percent. Worldwide gross sales for Wheels, which includes the Hot Wheels^®, Matchbox^® and Tyco^® R/C brands, were up 20 percent, led by double-digit growth in the Hot Wheels^® and Matchbox^® lines. Worldwide gross sales for the Entertainment business, which includes Radica^® and Games and Puzzles, declined 2 percent.

Fisher-Price Brands

Second quarter worldwide gross sales for the Fisher-Price Brands business unit, which includes the Fisher-Price^® Core, Fisher-Price^® Friends and the Power Wheels^® brand, were $410.4 million, up 12 percent versus the prior year. This reflects continued strong growth in Core Fisher-Price^® worldwide.

American Girl Brands

Second quarter gross sales for the American Girl Brands business unit, which offers American Girl^® branded products directly to consumers, were $55.8 million, down 10 percent versus last year.

Live Webcast

Mattel will webcast its 2007 second quarter earnings conference call today at 8:30 a.m. (Eastern), 5:30 a.m. (Pacific). The conference call will be webcast on the “Investors & Media” section of the company’s corporate Web site, www.mattel.com. To listen to the live call, log on to the Web site at least 15 minutes early to register, download and install any necessary audio software. An archive of the webcast will be available on the company’s Web site for 90 days and may be accessed beginning two hours after the completion of the live call. A telephonic replay of the call will be available beginning at 11:30 a.m. Eastern time (8:30 a.m. Pacific time) the morning of the call, until Tuesday, July 17 at midnight Eastern time (9 p.m. Pacific time) and may be accessed by dialing + (719) 457-0820. The passcode is 4856439.

(more)

Information required by Securities and Exchange Commission Regulation G, regarding non-GAAP financial measures, as well as other financial and statistical information, will be available at the time of the webcast on the “Investors & Media” section of www.mattel.com, under the sub-headings “Financial Information” – “Earnings Releases.”

About Mattel

Mattel, Inc., (NYSE: MAT, www.mattel.com) is the worldwide leader in the design, manufacture and marketing of toys and family products. The Mattel family is comprised of such best-selling brands as Barbie^®, the most popular fashion doll ever introduced, Hot Wheels^®, Matchbox^®, American Girl^®, Radica^® and Tyco^® R/C, as well as Fisher-Price^® brands, including Little People^®, Power Wheels^® and a wide array of entertainment-inspired toy lines. Mattel is recognized as one of the 100 Most Trustworthy U.S. Companies by Forbes Magazine and is ranked among the 100 Best Corporate Citizens by CRO Magazine. Committed to ethical manufacturing sustainable business practices, Mattel marks a 10-year milestone in 2007 for its Global Manufacturing Principles. With global headquarters in El Segundo, Calif., Mattel employs more than 30,000 people in 43 countries and territories and sells products in more than 150 nations. Mattel's vision is to be the world's premier toy brands — today and tomorrow.

###

Note: Forward-looking statements with respect to the financial condition, results of operations and business of the company are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in such statements. These include without limitation: the company’s dependence on the timely development, manufacture, introduction and customer acceptance of new products; the seasonality of the toy business; customer concentration and pricing; significant changes in buying and payment patterns of major customers, including as a result of bankruptcy and store closures; adverse changes in general economic conditions in the U.S. and internationally, including adverse changes in the retail environment, employment and the stock market; order predictability and supply chain management; the impact of competition (including from sellers of a broad range of play products including video games and consoles, consumer electronics, and retailers’ private label products) on revenues and margins; the supply and cost of raw materials (including oil and resin prices), components, employee benefits and various services; the effect of currency exchange rate fluctuations on reportable income; risks associated with acquisitions and mergers; the possibility of product recalls and related costs; risks associated with foreign operations; negative results of litigation, governmental proceedings or environmental matters; changes in laws and regulations; possible work stoppages, slowdowns or strikes; possible outbreaks of SARS, bird flu, or other diseases; political developments and the threat or occurrence of war or terrorist acts; the possibility of catastrophic events; the inherent risk of new initiatives; and other risks and uncertainties as may be detailed from time to time in the company’s public announcements and SEC filings. This release contains forward-looking statements about the effects of our diversified portfolio on our results, and the company’s debt-to-total capital ratio in relation to the company’s capital and investment framework. Mattel does not update forward-looking statements and expressly disclaims any obligation to do so.

MATTEL, INC. AND SUBSIDIARIES EXHIBIT I

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	For the Three Months Ended June 30,									For the Six Months Ended June 30,
(In millions, except per share and percentage information)	2007				2006				Yr / Yr	2007				2006				Yr / Yr
	$ Amt			% Net Sales	$ Amt			% Net Sales	% Change	$ Amt			% Net Sales	$ Amt			% Net Sales	% Change
Net Sales	$	1,020.1			$	957.7			7%	$	1,960.3			$	1,751.0			12%
Cost of sales		549.4		53.9%		541.6		56.5%	1%		1,070.9		54.6%		1,002.9		57.3%	7%
Gross Profit		470.7		46.1%		416.1		43.5%	13%		889.4		45.4%		748.1		42.7%	19%
Advertising and promotion expenses		107.1		10.5%		100.6		10.5%	7%		212.4		10.8%		189.4		10.8%	12%
Other selling and administrative expenses		300.1		29.4%		265.6		27.7%	13%		592.9		30.2%		540.8		30.9%	10%
Operating Income		63.5		6.2%		49.9		5.2%	27%		84.1		4.3%		17.9		1.0%	369%
Interest expense		14.1		1.4%		16.1		1.7%			28.6		1.5%		31.3		1.8%
Interest (income)		(10.5	)	-1.0%		(6.4	)	-0.7%			(22.4	)	-1.1%		(15.3	)	-0.9%
Other non-operating (income), net		(3.2	)			(2.2	)				(0.8	)			(4.0	)
Income Before Income Taxes		63.1		6.2%		42.4		4.4%			78.7		4.0%		5.9		0.3%
Provision (benefit) for income taxes		20.0				5.0					23.6				(61.7	)
Net Income	$	43.1		4.2%	$	37.4		3.9%	15%	$	55.1		2.8%	$	67.6		3.9%	-18%
EPS - Basic	$	0.11			$	0.10				$	0.14			$	0.17
Average Number of Common Shares
Outstanding - Basic		396.2				386.2					393.1				387.5
EPS - Diluted	$	0.11			$	0.10				$	0.14			$	0.17
Average Number of Common and Common
Equivalent Shares Outstanding - Diluted		402.8				388.8					399.7				390.0

MATTEL, INC. AND SUBSIDIARIES EXHIBIT II

WORLDWIDE GROSS SALES INFORMATION (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except percentage information)	2007			2006			2007			2006
Worldwide Gross Sales:
Mattel Girls & Boys Brands	$	638.4		$	609.6		$	1,205.4		$	1,102.8
% Change		5	%		8	%		9	%		2	%
Pos./(Neg.) Impact of Currency (in % pts)		4			0			4			-1
Fisher-Price Brands		410.4			365.7			801.6			673.0
% Change		12	%		8	%		19	%		12	%
Pos./(Neg.) Impact of Currency (in % pts)		2			0			2			0
American Girl Brands		55.8			61.6			118.7			123.5
% Change		-10	%		5	%		-4	%		-2	%
Other		4.1			4.4			7.8			7.5
Gross Sales	$	1,108.7		$	1,041.3		$	2,133.5		$	1,906.8
% Change		6	%		8	%		12	%		5	%
Pos./(Neg.) Impact of Currency (in % pts)		3			0			3			-1
Reconciliation of GAAP to Non-GAAP Financial Measure:
Gross Sales	$	1,108.7		$	1,041.3		$	2,133.5		$	1,906.8
Sales Adjustments		(88.6	)		(83.6	)		(173.2	)		(155.8	)
Net Sales	$	1,020.1		$	957.7		$	1,960.3		$	1,751.0
% Change		7	%		8	%		12	%		5	%
Pos./(Neg.) Impact of Currency (in % pts)		3			0			3			0

MATTEL, INC. AND SUBSIDIARIES EXHIBIT III

CONDENSED CONSOLIDATED BALANCE SHEETS

	At June 30,
	2007		2006		At Dec. 31,
(In millions)	(Unaudited)				2006
Assets
Cash and equivalents	$	742.6	$	625.1	$	1,205.6
Accounts receivable, net		881.6		743.7		943.8
Inventories		605.1		538.5		383.1
Prepaid expenses and other current assets		225.0		266.7		317.6
Total current assets		2,454.3		2,174.0		2,850.1
Property, plant and equipment, net		512.7		535.9		536.7
Other noncurrent assets		1,694.1		1,473.9		1,569.1
Total Assets	$	4,661.1	$	4,183.8	$	4,955.9
Liabilities and Stockholders' Equity
Short-term borrowings	$	15.1	$	33.4	$	—
Current portion of long-term debt		60.0		100.0		64.3
Accounts payable and accrued liabilities		817.5		799.9		1,356.3
Income taxes payable		20.6		109.9		161.9
Total current liabilities		913.2		1,043.2		1,582.5
Long-term debt		560.0		795.0		635.7
Other noncurrent liabilities		442.1		291.8		304.7
Stockholders' equity		2,745.8		2,053.8		2,433.0
Total Liabilities and Stockholders' Equity	$	4,661.1	$	4,183.8	$	4,955.9

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW DATA (Unaudited)

	At June 30,
(In millions, except days and percentage information)	2007			2006
Key Balance Sheet Data:
Accounts Receivable, Net
Days of Sales Outstanding (DSO)		78			70
Inventories
Days of Supply (DOS)		57			53
Total Debt Outstanding	$	635.1		$	928.4
Total Debt-to-Total Capital Ratio		18.8	%		31.1	%
	Six Months Ended June 30,
(In millions)	2007 (a)			2006
Condensed Cash Flow Data:
Cash Flows (Used For) Operating Activities	$	(492	)	$	(358	)
Cash Flows (Used For) Investing Activities		(137	)		(66	)
Cash Flows From Financing Activities and Other		166			51
(Decrease) in Cash and Equivalents	$	(463	)	$	(373	)

(a) Amounts shown are preliminary estimates. Actual amounts will be reported in Mattel's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.