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 (Date of Earliest Event Reported):

July 17, 2009

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 17, 2009, Mattel issued a press release regarding its second quarter 2009 financial results, a copy of which is furnished as Exhibit 99.1 hereto. This exhibit is incorporated herein by reference.

In its second quarter 2009 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 accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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: Press release dated July 17, 2009, issued by Mattel, Inc.

Exhibit No.		Exhibit Description
99.1	**	Press release dated July 17, 2009.

** Furnished herewith.

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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 17, 2009

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EX-99.1

Exhibit 99.1

For Immediate Release Contacts: News Media
Lisa Marie Bongiovanni 310-252-3524 LisaMarie.Bongiovanni@mattel.com Securities Analysts
Dianne Douglas 310-252-2703 Dianne.Douglas@mattel.com

MATTEL REPORTS SECOND QUARTER 2009 FINANCIAL RESULTS

Second Quarter Highlights

• Worldwide net sales down 19 percent;

• Domestic gross sales down 12 percent and international gross sales down 26 percent;

• Worldwide gross sales for core brands: Barbie^® down 15 percent; Hot Wheels^® down 10 percent; Core Fisher-Price^® down 13 percent and American Girl^® brands flat;

• Gross margin increased 70 basis points of net sales; SG&A increased 30 basis points of net sales;

• Operating income of $32.5 million compared to operating income of $30.6 million in the second quarter of 2008; and

• Earnings per share of $0.06 vs. prior year earnings per share of $0.03.

EL SEGUNDO, Calif., July 17, 2009 – Mattel, Inc. (NYSE: MAT) today reported 2009 second quarter financial results. For the quarter, the company reported net income of $21.5 million, or $0.06 per share, compared to last year’s second quarter net income of $11.8 million, or $0.03 per share.

“In light of the challenging global economy, the quarter’s results met our expectations, with revenues negatively impacted largely by our lack of toys based on summer entertainment properties as well as foreign exchange rates,” said Robert A. Eckert, chairman and chief executive officer of Mattel. “That said, we are pleased with our ability to deliver on what is in our control, including tightly managing expenses, which has resulted in improved margins, profitability and cash flow for the quarter.”

Financial Overview

For the quarter, net sales were $898.2 million, down 19 percent compared to $1.11 billion last year, including unfavorable changes in currency exchange rates of 5 percentage points. On a regional basis, second quarter gross sales decreased 12 percent in the U.S. and decreased 26 percent in international markets, including unfavorable changes in currency exchange rates of 10 percentage points. Operating income for the quarter was $32.5 million, compared to prior year’s operating income for the quarter of $30.6 million.

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Mattel Reports Second Quarter 2009 Results/Page 2 2 2

The company’s debt-to-total-capital ratio was 32.7 percent. Consistent with the seasonality of the business, year-to-date, net cash flow used for operating activities was approximately $350 million, an improvement of $180 million, compared with a use of approximately $530 million in the first half of 2008.

Sales by Business Unit

Mattel Girls and Boys Brands

For the second quarter, worldwide gross sales for the Mattel Girls & Boys Brands business unit were $540.6 million, down 25 percent versus a year ago. Worldwide gross sales for the Barbie^® brand were down 15 percent, driven primarily by lower international sales. Barbie^® retail sales trends continue to be strong. Worldwide gross sales for Other Girls Brands were down 23 percent, driven by declines in the High School Musical™ and Polly Pocket^® doll lines. Worldwide gross sales for the Wheels category, which includes the Hot Wheels^®, Matchbox^® and Tyco R/C^® brands, were down 28 percent, driven primarily by declines in products related to last year’s Speed Racer^® movie. Worldwide gross sales for the Entertainment business, which includes Radica^® and Games and Puzzles, were down 32 percent for the quarter, driven by the lack of toys based on summer entertainment properties compared to last year.

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 Power Wheels^® brands, were $369.9 million, or down 14 percent versus the prior year, primarily due to declines in Fisher-Price^® Core.

American Girl Brands

Second quarter gross sales for the American Girl Brands business unit, which offers American Girl^® branded products directly to consumers, were $61.0 million, flat versus last year.

Live Webcast

Mattel will webcast its 2009 second quarter financial results conference call at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) today. 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

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Mattel Reports Second Quarter 2009 Results/Page 3 3 3

call. A telephonic replay of the call will be available beginning at 11:30 a.m. Eastern time the morning of the call, until midnight Eastern time on July 21^st and may be accessed by dialing + 1 (719) 457-0820. The passcode is 4864704.

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. In 2009, Mattel is recognized among the “100 Best Corporate Citizens,” as one of the “World’s Most Ethical Companies” and as one of FORTUNE Magazine’s “100 Best Companies to Work For.” With worldwide headquarters in El Segundo, Calif., Mattel employs approximately 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.

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MAT-FIN

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,
	2009				2008				Yr / Yr % Change	2009				2008				Yr / Yr % Change
(In millions, except per share and percentage information)	$ Amt			% Net Sales	$ Amt			% Net Sales		$ Amt			% Net Sales	$ Amt			% Net Sales
Net Sales	$	898.2			$	1,112.4			-19%	$	1,683.8			$	2,031.7			-17%
Cost of sales		492.1		54.8%		617.1		55.5%	-20%		931.9		55.3%		1,139.5		56.1%	-18%
Gross Profit		406.1		45.2%		495.3		44.5%	-18%		751.9		44.7%		892.2		43.9%	-16%
Advertising and promotion expenses		89.8		10.0%		116.8		10.5%	-23%		173.9		10.3%		219.8		10.8%	-21%
Other selling and administrative expenses		283.8		31.6%		347.9		31.3%	-18%		600.7		35.7%		678.3		33.4%	-11%
Operating Income (Loss)		32.5		3.6%		30.6		2.8%	6%		(22.7	)	-1.3%		(5.9	)	-0.3%	283%
Interest expense		17.5		1.9%		16.6		1.5%	6%		33.4		2.0%		32.6		1.6%	2%
Interest (income)		(2.5	)	-0.3%		(7.3	)	-0.7%	-65%		(6.0	)	-0.4%		(15.8	)	-0.8%	-62%
Other non-operating (income) expense, net		(6.3	)			6.4					(8.5	)			22.2
Income (Loss) Before Income Taxes		23.8		2.7%		14.9		1.3%	59%		(41.6	)	-2.5%		(44.9	)	-2.2%	-7%
Provision (benefit) for income taxes		2.3				3.1					(12.1	)			(10.0	)
Net Income (Loss)	$	21.5		2.4%	$	11.8		1.1%	82%	$	(29.5	)	-1.8%	$	(34.9	)	-1.7%	-15%
EPS—Basic	$	0.06			$	0.03				$	(0.08	)		$	(0.10	)
Average Number of Common Shares		358.8				361.3					359.0				361.5
EPS—Diluted	$	0.06			$	0.03				$	(0.08	)		$	(0.10	)
Average Number of Common and Potential Common Shares		360.9				363.9					359.0				361.5

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)	2009				2008				2009				2008
Worldwide Gross Sales:
Mattel Girls & Boys Brands	$	540.6			$	721.7			$	1,044.6			$	1,314.5
% Change				-25%				13%				-21%				9%
Pos./(Neg.) Impact of Currency (in % pts)				-7				6				-8				7
Fisher-Price Brands		369.9				428.0				653.7				769.3
% Change				-14%				4%				-15%				-4%
Pos./(Neg.) Impact of Currency (in % pts)				-5				4				-5				4
American Girl Brands		61.0				61.1				127.5				130.2
% Change				0%				10%				-2%				10%
Other		3.5				3.6				6.4				7.1
Gross Sales	$	975.0			$	1,214.4			$	1,832.2			$	2,221.1
% Change				-20%				10%				-18%				4%
Pos./(Neg.) Impact of Currency (in % pts)				-6				6				-7				5
Reconciliation of GAAP to Non-GAAP Financial Measure:
Gross Sales	$	975.0			$	1,214.4			$	1,832.2			$	2,221.1
Sales Adjustments		(76.8	)			(102.0	)			(148.4	)			(189.4	)
Net Sales	$	898.2			$	1,112.4			$	1,683.8			$	2,031.7
% Change				-19%				11%				-17%				5%
Pos./(Neg.) Impact of Currency (in % pts)				-5				5				-6				5

MATTEL, INC. AND SUBSIDIARIES EXHIBIT III

CONDENSED CONSOLIDATED BALANCE SHEETS

	At June 30,				At Dec. 31, 2008
	2009		2008
(In millions)	(Unaudited)
Assets
Cash and equivalents	$	422.7	$	384.4	$	617.7
Accounts receivable, net		747.2		977.4		873.5
Inventories		589.6		676.1		485.9
Prepaid expenses and other current assets		402.7		340.0		409.8
Total current assets		2,162.2		2,377.9		2,386.9
Property, plant and equipment, net		522.2		517.8		536.2
Other noncurrent assets		1,793.2		1,737.4		1,751.9
Total Assets	$	4,477.6	$	4,633.1	$	4,675.0
Liabilities and Stockholders' Equity
Short-term borrowings	$	294.2	$	107.0	$	—
Current portion of long-term debt		50.0		150.0		150.0
Accounts payable and accrued liabilities		703.3		881.6		1,071.1
Income taxes payable		—		23.0		38.9
Total current liabilities		1,047.5		1,161.6		1,260.0
Long-term debt		710.0		760.0		750.0
Other noncurrent liabilities		550.4		382.2		547.9
Stockholders' equity		2,169.7		2,329.3		2,117.1
Total Liabilities and Stockholders' Equity	$	4,477.6	$	4,633.1	$	4,675.0

SUPPLEMENTAL BALANCE SHEET AND CASH FLOW DATA (Unaudited)

	At June 30,
(In millions, except days and percentage information)	2009			2008
Key Balance Sheet Data:
Accounts Receivable, Net
Days of Sales Outstanding (DSO)		75			79
Total Debt Outstanding	$	1,054.2		$	1,017.0
Total Debt-to-Total-Capital Ratio		32.7	%		30.4	%
	Six Months Ended June 30,
(In millions)	2009 (a)			2008
Condensed Cash Flow Data:
Cash Flows (Used For) Operating Activities	$	(350	)	$	(530	)
Cash Flows From (Used For) Investing Activities		9			(36	)
Cash Flows From Financing Activities and Other		146			49
Decrease in Cash and Equivalents	$	(195	)	$	(517	)

(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, 2009.