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):

January 24, 2013

MATTEL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05647	95-1567322
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS. 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))

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

On January 24, 2013, Mattel, Inc. (“Mattel” or “the Company”) issued a statement regarding the opinion of the Ninth Circuit Court of Appeals issued on the same day in the litigation between the Company and MGA Entertainment, Inc., a copy of which is furnished as Exhibit 99.1 hereto. This exhibit is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 and Item 7.01 of 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.

Item 8.01 Other Events.

Mattel announced on January 24, 2013, that it has taken a reserve of $137.8 million with respect to the fourth quarter of 2012 consistent with the Ninth Circuit Court of Appeals’ affirmance of the award of fees and costs against Mattel arising out of copyright claims related to the litigation between the Company and MGA Entertainment, Inc.

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: Statement dated January 24, 2013, issued by Mattel, Inc.

Exhibit No.	Exhibit Description
99.1 **	Statement dated January 24, 2013.

** Furnished herewith.

SIGNATURE

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

	MATTEL, INC.
Date: January 25, 2013
	By:	/s/ Robert Normile
	Name:	Robert Normile
	Title:	Executive Vice President, Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

For Immediate Release Contacts: News Media Alan Hilowitz 310-252-6397 Press@mattel.com Securities Analysts
Drew Vollero 310-252-2703 Drew.Vollero@mattel.com

STATEMENT REGARDING NINTH CIRCUIT COURT OF APPEALS RECENT DECISION

EL SEGUNDO, Calif., January 24, 2013 – We are pleased that the Ninth Circuit Court of Appeals agreed with Mattel that the verdict and damages on MGA’s toy fair claims must be reversed, and the claims must be dismissed by the District Court. The Ninth Circuit’s decision vacates the district court’s judgment awarding MGA approximately $172 million, consisting primarily of compensatory and punitive damages, for the claims MGA made arising out of conduct at toy fairs. Consistent with the Court’s affirmance of the award of fees and costs against Mattel arising out of the separate copyright claims, Mattel has taken a reserve of $137.8 million with respect to the fourth quarter of 2012 to cover these fees and costs.

While MGA can in theory bring a new lawsuit based on its toy fair claims, we are confident that such a lawsuit will be barred by the statute of limitations. We look forward to the speedy and final resolution of this dispute, and will continue to focus our efforts on successfully competing in the marketplace.

About Mattel

Mattel, Inc. (NASDAQ: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 Thomas & Friends^®, Little People^®, Power Wheels^® and a wide array of entertainment-inspired toy lines. In 2012, Mattel was named as one of FORTUNE Magazine’s “100 Best Companies to Work For” for the sixth year in a row. Mattel also is ranked among Corporate Responsibility Magazine’s “100 Best Corporate Citizens.” With worldwide headquarters in El Segundo, Calif., Mattel employs approximately 28,000 people in 43 countries and territories and sells products in more than 150 nations. At Mattel, we are Creating the Future of Play. Visit us at www.mattel.com, www.facebook.com/mattel or www.twitter.com/mattel

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