MasterCard 2008 Annual Report Download - page 53

Board is elected by holders of our Class M common stock who have their principal operations in Europe, and
consists of representatives of our European members. Although our board of directors may, through a majority or
a two-thirds vote depending on the circumstances, override decisions or temporarily assume any authority
granted to the European Board, the European Board may reach different decisions than our board of directors
would have reached on the same matter.
Our ability to pay regular dividends to our holders of Class A common stock and Class B common stock
is subject to the discretion of our board of directors and will be limited by our ability to generate sufficient
earnings and cash flows.
MasterCard intends to pay cash dividends on a quarterly basis on our shares of Class A common stock and
Class B common stock. Our board of directors may, in its discretion, decrease the level of dividends or
discontinue the payment of dividends entirely. The payment of dividends is dependent upon our ability to
generate earnings and cash flows so that we may pay our obligations and expenses and pay dividends to our
stockholders. However, sufficient cash may not be available to pay such dividends. Payment of future dividends,
if any, will be at the discretion of our board of directors after taking into account various factors, including our
financial condition, settlement guarantees, operating results, available cash and current and anticipated cash
needs. If, as a consequence of these various factors, we are unable to generate sufficient earnings and cash flows
from our business, we may not be able to make or may have to reduce or eliminate the payment of dividends on
our shares of Class A common stock and Class B common stock.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
As of December 31, 2008, MasterCard and its subsidiaries owned or leased 78 commercial properties. We
own our corporate headquarters, a three-story, 472,600 square foot building located in Purchase, New York.
There is no outstanding debt on this building. Our principal technology and operations center is a 528,000 square
foot leased facility located in O’Fallon, Missouri, known as “Winghaven”. The term of the lease on this facility is
10 years, which commenced on August 31, 1999. On August 29, 2008, MasterCard exercised its option to extend
the lease agreement for one additional ten-year term. For more information on Winghaven, see Note 15
(Consolidation of Variable Interest Entity) to the consolidated financial statements included in Item 8 of this
Report. Our leased properties in the United States are located in 12 states, Puerto Rico and in the District of
Columbia. We also lease and own properties in 47 other countries. These facilities primarily consist of corporate
and regional offices, as well as our operations centers.
We believe that our facilities are suitable and adequate for the business that we currently conduct. However,
we periodically review our space requirements and may acquire new space to meet the needs of our business, or
consolidate and dispose of facilities that are no longer required.
Item 3. Legal Proceedings
Refer to Notes 18 (Obligations Under Litigation Settlements) and 20 (Legal and Regulatory Proceedings) to
the consolidated financial statements included in Item 8 of this Report.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
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