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):

March 8, 2011

MATTEL, INC.

(Exact name of registrant as specified in its charter)

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:

Section 1 – Registrant’s Business and Operations

On March 8, 2011, Mattel, Inc. (“Mattel”) entered into the Fifth Amended and Restated Credit Agreement (the “credit facility”), by and among Mattel, as borrower, Bank of America, N.A., as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint book managers, Wells Fargo Bank, N.A., as syndication agent, Citicorp USA, Inc., Société Générale, The Royal Bank of Scotland plc, Mizuho Corporate Bank, Ltd. and Royal Bank of Canada, as co-documentation agents, and the other financial institutions party thereto.

The credit facility amended and restated Mattel’s Fourth Amended and Restated Credit Agreement, dated as of March 23, 2009, to, among other things, (i) extend the maturity date of the credit facility to March 8, 2015, (ii) increase aggregate commitments under the credit facility to $1.40 billion, with an “accordion feature,” which allows Mattel to increase the aggregate availability under the credit facility to $1.60 billion under certain circumstances, (iii) decrease the applicable interest rate margins to a range of 0.25% to 1.50% above the applicable base rate for base rate loans, and 1.25% to 2.50% above the applicable LIBOR rate for Eurodollar rate loans, in each case depending on Mattel’s senior unsecured long-term debt rating, and (iv) decrease commitment fees to a range of 0.15% to 0.40% of the unused commitments under the credit facility.

Many of the lenders party to the credit facility and their respective affiliates have various banking arrangements with Mattel in the ordinary course of business, for which they receive customary fees and expenses.

The foregoing summary of the credit facility is qualified in its entirety by reference to the actual text of such agreement, a copy of which is filed herewith as Exhibit 10.1.

On March 8, 2011, in connection with the execution of the credit facility, Mattel terminated the First Amended and Restated Receivables Purchase Agreement, as amended (the “receivables sales facility”), by and among Mattel Factoring, Inc., as transferor, Mattel, as servicer, Bank of America, N.A., as administrative agent, and the other financial institutions party thereto.

Many of the lenders party to the terminated receivables sales facility and their respective affiliates have various banking arrangements with Mattel in the ordinary course of business, for which they receive customary fees and expenses.

Section 2 – Financial Information

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Section 9 – Financial Statements and Exhibits

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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.

Dated: March 11, 2011

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EXHIBIT INDEX

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