MasterCard 2011 Annual Report Download - page 48

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A substantial portion of our voting power is held by the Foundation, which is restricted from selling
shares for an extended period of time and therefore may not have the same incentive to approve a
corporate action that may be favorable to the other public stockholders. In addition, the ownership of
Class A common stock by the Foundation and the restrictions on transfer could discourage or make more
difficult acquisition proposals favored by the other holders of the Class A common stock.
As of February 9, 2012 the Foundation owns 12,819,395 shares of Class A common stock, representing
approximately 10.6% of our general voting power. The Foundation may not sell or otherwise transfer its shares
of Class A common stock prior to the date which is twenty years and eleven months following the IPO, except to
the extent necessary to satisfy its charitable disbursement requirements. The directors of the Foundation are
required to be independent of us and our customers. The ownership of Class A common stock by the Foundation,
together with the restrictions on transfer, could discourage or make more difficult acquisition proposals favored
by the other holders of the Class A common stock. In addition, because the Foundation is restricted from selling
its shares for an extended period of time, it may not have the same interest in short or medium-term movements
in our stock price as, or incentive to approve a corporate action that may be favorable to, our other stockholders.
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, 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, 2011, MasterCard and its subsidiaries owned or leased 114 commercial properties. We
own our corporate headquarters, a 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 March 1, 2009. For more information on Winghaven, see Note 8 (Property, Plant and
Equipment) and Note 14 (Consolidation of Variable Interest Entity) to the consolidated financial statements
included in Part II, Item 8. Our leased properties in the United States are located in 10 states, Puerto Rico and in
the District of Columbia. We also lease and own properties in 52 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 or lease new space to meet the needs of our
business, or consolidate and dispose of facilities that are no longer required.
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