MasterCard 2008 Annual Report Download - page 9

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
ÍANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
or
‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-32877
MasterCard Incorporated
(Exact name of registrant as specified in its charter)
Delaware 13-4172551
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2000 Purchase Street, Purchase, New York 10577
(Address of Registrant’s principal executive offices) (zip code)
Registrant’s telephone number, including area code [phone]
Securities registered pursuant to Section 12(b):
Title of each Class Name of each exchange on which registered
Class A common stock, par value $.0001 per share New York Stock Exchange
Class B common stock, par value $.0001 per share
Class M common stock, par value $.0001 per share
Securities registered pursuant to Section 12(g):
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ÍNo ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘No Í
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ÍNo ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check One):
Large accelerated filer ÍAccelerated filer ‘Non-accelerated filer ‘Smaller reporting company ‘
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘No Í
The aggregate market value of the registrant’s Class A common stock, par value $.0001 per share, held by non-affiliates (using the New York
Stock Exchange closing price as of June 30, 2008, the last business day of the registrant’s most recently completed second fiscal quarter) was
approximately $26.1 billion. There is currently no established public trading market for the registrant’s Class B common stock, par value $.0001
per share or the registrant’s Class M common stock, par value $.0001 per share. As of February 12, 2009, there were 98,514,196 shares outstanding
of the registrant’s Class A common stock, par value $.0001 per share, 30,848,778 shares outstanding of the registrant’s Class B common stock, par
value $.0001 per share, and 1,765 shares outstanding of the registrant’s Class M common stock, par value $.0001 per share.
Portions of the registrant’s definitive proxy statement for the 2009 Annual Meeting of Stockholders are incorporated herein by reference to
Part III hereof.