MasterCard 2013 Annual Report Download - page 87

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MASTERCARD INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
83
margin of 79.5 basis points, or an alternative base rate. MasterCard had no borrowings under the Credit Facility at
December 31, 2013 and 2012.
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 at December 31, 2013 and 2012. 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.
The Company also has $35 million in debt outside the United States that is included in other current liabilities on the
consolidated balance sheet at December 31, 2013.
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,
2013 and 2012, 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:
2013 2012
Equity
Ownership General Voting
Power Equity
Ownership General Voting
Power
Public Investors (Class A stockholders). . . . . . . . . . . 86.1% 89.5% 85.9% 89.4%
Principal or Affiliate Customers (Class B
stockholders) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.8% —% 3.9% —%
The MasterCard Foundation (Class A stockholders). 10.1% 10.5% 10.2% 10.6%
Class B Common Stock Conversions
Shares of Class B common stock are convertible on a one-for-one basis into shares of Class A common stock. Entities
eligible to hold our Class B common stock are defined in our amended and restated certificate of incorporation (generally
our principal or affiliate customers), and they are restricted from retaining ownership of shares of Class A common