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MASTERCARD INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
84
stock. Class B stockholders are required to subsequently sell or otherwise transfer any shares of Class A common stock
received pursuant to such a conversion.
The MasterCard Foundation
In connection and simultaneously with its 2006 initial public offering (the "IPO"), the Company issued and donated
135 million newly authorized shares of Class A common stock to The MasterCard Foundation (the “Foundation”). The
Foundation is a private charitable foundation incorporated in Canada that is controlled by directors who are independent
of the Company and its principal customers. Under the terms of the donation, the Foundation became able to resell
the donated shares in May 2010 and to the extent necessary to meet charitable disbursement requirements dictated by
Canadian tax law. Under Canadian tax law, the Foundation is generally required to disburse at least 3.5% of its assets
not used in administration each year for qualified charitable disbursements. However, the Foundation obtained
permission from the Canadian tax authorities to defer the giving requirements for up to ten years, which was extended
in 2011 to 15 years. The Foundation, at its discretion, may decide to meet its disbursement obligations on an annual
basis or to settle previously accumulated obligations during any given year. The Foundation will be permitted to sell
all of its remaining shares beginning twenty years and eleven months after the consummation of the IPO.
Stock Repurchase Programs
In June 2012, the Company’s Board of Directors approved a share repurchase program authorizing the Company to
repurchase up to $1.5 billion of its Class A common stock (the "June 2012 Share Repurchase Program"). This program
became effective in June 2012 at the completion of the Company’s previously announced $2 billion Class A share
repurchase program. (This $2 billion repurchase program consisted of $1 billion authorized in September 2010 and
$1 billion authorized in April 2011.)
On February 5, 2013, the Company's Board of Directors approved a share repurchase program authorizing the Company
to repurchase up to $2 billion of its Class A common stock (the "February 2013 Share Repurchase Program"). This
program became effective at the completion of the Company's June 2012 Share Repurchase Program, which occurred
in March 2013.
On December 10, 2013, the Company's Board of Directors approved a new share repurchase program authorizing the
Company to repurchase up to $3.5 billion of its Class A common stock (the "December 2013 Share Repurchase
Program"). During January 2014, the Company exhausted its purchases under the February 2013 Share Repurchase
Program and began purchasing shares under the December 2013 Share Repurchase Program. As of January 24, 2014,
the cumulative repurchases by the Company under both the February 2013 Share Repurchase Program and December
2013 Share Repurchase Program in 2014 totaled approximately 4.2 million shares of Class A common stock for an
aggregate cost of approximately $351 million, at an average price of $83.00 per share of Class A common stock. As
of January 24, 2014, the Company had approximately $3.3 billion remaining under the December 2013 Share Repurchase
Program.