MasterCard 2012 Annual Report Download - page 108

MASTERCARD INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 12. Debt
On November 16, 2012, the Company entered into a committed five-year unsecured $3 billion revolving
credit facility (the “Credit Facility”), which expires on November 16, 2017. The Credit Facility replaced the
Company’s prior credit facility. Borrowings under the Credit Facility are available to provide liquidity for
general corporate purposes, including providing liquidity in the event of one or more settlement failures by the
Company’s customers. In addition, for business continuity planning and related purposes, we may borrow and
repay amounts under the Credit Facility from time to time. The facility fee and borrowing cost under the Credit
Facility are contingent upon the Company’s credit rating. At December 31, 2012, the applicable facility fee was
10 basis points on the average daily commitment (whether or not utilized). In addition to the facility fee, interest
on borrowings under the Credit Facility would be charged at the London Interbank Offered Rate (LIBOR) plus
an applicable margin of 90 basis points, or an alternative base rate. MasterCard had no borrowings under the
Credit Facility or prior credit facility at December 31, 2012 and 2011.
The Credit Facility contains customary representations, warranties, events of default and affirmative and
negative covenants, including a financial covenant limiting the maximum level of consolidated debt to earnings
before interest, taxes, depreciation and amortization. MasterCard was in compliance in all material respects with
the covenants of the Credit Facility and prior credit facility at December 31, 2012 and 2011. The majority of
Credit Facility lenders are customers or affiliates of customers of MasterCard.
On August 2, 2012, the Company filed a universal shelf registration statement to provide additional access
to capital, if needed. Pursuant to the shelf registration statement, the Company may from time to time offer to sell
debt securities, preferred stock, Class A common stock, depository shares, purchase contracts, units or warrants
in one or more offerings.
Note 13. Stockholders’ Equity
Classes of Capital Stock
MasterCard’s amended and restated certificate of incorporation authorizes the following classes of capital
stock:
Class
Par Value
Per Share
Authorized
Shares
(in millions) Dividend and Voting Rights
A $0.0001 3,000 One vote per share
Dividend rights
B $0.0001 1,200 Non-voting
Dividend rights
Preferred $0.0001 — No shares issued or outstanding at December 31, 2012 and 2011,
respectively. Dividend and voting rights are to be determined by the
Board of Directors of the Company upon issuance.
Ownership and Governance Structure
Equity ownership and voting power of the Company’s shares were allocated as follows as of December 31:
2012 2011
Equity
Ownership
General
Voting
Power
Equity
Ownership
General
Voting
Power
Public Investors (Class A stockholders) ............. 85.9% 89.4% 85.7% 89.3%
Principal or Affiliate Customers (Class B
stockholders) ................................ 3.9% — % 4.1% — %
The MasterCard Foundation (Class A stockholders) . . . 10.2% 10.6% 10.2% 10.7%
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